Common use of Nonassignable Assets Clause in Contracts

Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Nonassignable Assets. (a) Nothing in this Agreement nor the consummation of the Contemplated Transactions shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in Transferred Asset to the Acquired Assets, Purchaser which by its terms or by any Law is not assignable or transferable without Consent a consent or approval of any Governmental Authority or other third party or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such Consent consent or approval shall have been obtained or condition satisfied. (b) The Sellers and the Purchaser shall each use commercially reasonable efforts to obtain as expeditiously as possible any consent or approval that may be required and to satisfy a condition necessary to the assignment or transfer of a Nonassignable Asset to the Purchaser. (c) Unless and until any such consent or approval that may be required is obtained or condition satisfied, and provided payment of the Closing Purchase Price as adjusted pursuant to Section 2.6 herein has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts made to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as Sellers without holdback or reduction for any consent of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyerapproval, to the extent permitted by applicable Law and by the terms of the applicable Nonassignable AssetsAsset, at Buyer’s expensethe Sellers and the Purchaser will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the Purchaser under which the Purchaser would obtain the rights and benefits to, to perform all and assume the corresponding Assumed Liabilities relating to, such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Sellers would enforce for the benefit of the obligations Purchaser, in respect of such Nonassignable Asset, all rights and receive all benefits of the benefits Sellers against a third party thereto. (d) If and when the applicable consents or approvals, the absence of Seller or its Affiliates under which caused the deferral of transfer of any Nonassignable Assets and appoints Buyer its attorney-in-fact Asset pursuant to act in its name on its behalf or in this Section 2.8, are obtained, the name transfer of the applicable Affiliate Nonassignable Asset to the Purchaser shall automatically and without further action or consideration be effected in accordance with the terms of Seller this Agreement and the applicable Transaction Documents. (e) A Nonassignable Asset shall also have been deemed to be effectively transferred to the Purchaser if it is a Transferred Contract that (i) has been replaced or superseded by a new Contract between the Purchaser and the counterparty to such Transferred Contract on substantially the same terms and conditions as such Affiliate’s behalf Transferred Contract, (ii) has been assigned in part to the Purchaser as a shared Contract in a manner reasonably acceptable to the Purchaser and the Sellers, or (iii) with respect theretoto Transferred Contracts that the Purchaser cannot assume as a result of the Purchaser’s lack of Permits, the Purchaser has agreed to enter into an agreement with the Sellers as a distributor or supplier of the applicable Business Products (such agreement not to be unreasonably withheld by either the Purchaser or the Sellers).

Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, Asset (including any Assumed Contractcontract, certificate, approval, authorization permit or other right included in the Acquired Assets, which right) that by its terms or by Law is not assignable nonassignable without Consent the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (a “Nonassignable AssetsAsset”) ), unless and until such Consent has consent shall have been obtained. Seller shallWith respect to any Nonassignable Asset, the applicable Contributor shall (and shall cause its Affiliates subsidiaries and affiliates to, ) use its Reasonable Efforts commercially reasonable efforts to obtain at the earliest practical date all Consents required to consummate the Transactionssuch consents promptly. To the extent permitted by applicable LawLaw and under the applicable terms binding any Nonassignable Asset, in the event Consents consents to the assignment thereof cannot be obtained (and in any case until any such consent is obtained), such Nonassignable Assets Asset shall be held, as of and from the Closing Date, held by Seller or the applicable Affiliate of Seller Contributor in trust for Buyer Rattler (or its successors or assigns), and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name Rattler, and all benefits and obligations existing thereunder shall be for BuyerRattler’s account. Seller Each applicable Contributor shall take or cause to be taken at Buyer’s expense all such actions in its such Contributor’s name or otherwise as Buyer Rattler may reasonably request request, at its own cost, so as to provide Buyer Rattler with the benefits of the any corresponding Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller such Contributor shall promptly pay over to Buyer Rattler all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates Each Contributor authorizes BuyerRattler, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at BuyerRattler’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates such Contributor under the Nonassignable Assets and appoints Buyer Rattler as its attorney-in-fact to act in its name and on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Nonassignable Assets. Nothing Notwithstanding Section 8.4(h), any Asset, the conveyance, assignment or transfer of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of such Asset or in this Agreement nor any way adversely affect the consummation rights of the Transactions Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be construed as an attempt deemed conveyed, assigned or agreement to assign transferred without further action on the part of the Partnership, any Acquired Assetof its Subsidiaries or any of the Partners. Until such consent, including any Assumed Contractauthorization, certificateapproval or waiver is obtained, approval, authorization or other right included in (i) the Acquired Assets, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless Partnership and until such Consent has been obtained. Seller shall, and the Partners shall cause its Affiliates to, use its Reasonable Efforts all commercially reasonable efforts to obtain at the earliest practical date all Consents required relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or provide the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of and enforcing for the benefit of the Receiving Partners, at their expense, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Assets Asset and (iii) to effect collection the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of money the Partnership or other consideration that becomes due its Subsidiaries under such Nonassignable Asset and payable under (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets, . The Partnership and Seller or the applicable Affiliate of Seller its Subsidiaries shall promptly pay over to Buyer the Receiving Partners when received all money or other consideration monies received by it after the Closing Date them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets. As of Assets have been properly assigned, conveyed and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretotransferred.

Nonassignable Assets. (a) Nothing in this Agreement Agreement, nor the consummation of the Transactions transactions contemplated hereby, shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Transferred Asset (including any Assumed Contract or any Shared Contract, certificate, approval, authorization or other right included in the Acquired Assets, ) to Purchaser which by its terms or by Law is not assignable nonassignable without a Consent (a “Nonassignable AssetsAsset”) ), unless and until such Consent has shall have been obtained. Seller shallshall advise Purchaser in writing at least five (5) Business Days prior to the Closing Date (a) of any Material Contract with a Material Customer with respect to which a Consent of the counterparty is required for assignment and (b) if, and shall cause its Affiliates toto the Knowledge of Seller, use its Reasonable Efforts Seller has received written notice by letter, facsimile or email that such Material Customer will not agree to obtain the assignment of any Material Contract described in clause (a) to Purchaser hereunder at the earliest practical date all Consents required to consummate the TransactionsClosing. To the extent permitted by applicable Law, in Law and by the event Consents cannot be obtainedterms of the applicable Nonassignable Asset, such Nonassignable Assets Asset shall be held, as of and from the Closing DateClosing, by Seller (or the applicable Affiliate relevant Seller Subsidiary) for the benefit and burden of Seller in trust for Buyer Purchaser and the covenants and obligations thereunder shall be fully performed by Buyer in Purchaser on Seller’s (or such Affiliate’s name Seller Subsidiary’s) behalf and all benefits rights and obligations Liabilities existing thereunder that would constitute Assumed Liabilities shall be for BuyerPurchaser’s account. For the avoidance of doubt, the designation of a Transferred Asset as a Nonassignable Asset does not render it an Excluded Asset. Subject to Section 5.08, after the Closing, Seller shall take and Purchaser will continue to use commercially reasonable efforts to obtain Consents to assignment of Nonassignable Assets and/or to remove any other impediments to the transfer or cause assignment of each Nonassignable Asset or, in the case of a Vendor Shared Contract and to be taken at Buyer’s expense such actions the extent the necessary Consent for transfer or assignment has not otherwise been obtained and Purchaser so requests, to encourage the relevant Vendor to enter into a separate Contract with Purchaser in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits respect of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assetsrelevant Vendor Shared Contract, and Seller will transfer or the applicable Affiliate of Seller shall promptly pay over assign each Nonassignable Asset to Buyer all money Purchaser (or other consideration received a Subsidiary designated by it it) within five (5) Business Days after the Closing Date in respect receipt of all Nonassignable Assets. As Consent thereto and/or removal of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to such impediment. (b) To the extent permitted by applicable Law and by the terms of the applicable Nonassignable AssetsAsset, Seller and Purchaser shall take, or cause to be taken, at BuyerPurchaser’s expense, such actions as the other party may reasonably request that are required to perform all of the obligations and receive all of be taken or appropriate in order to provide Purchaser with the benefits and burdens of Seller or its Affiliates under the Nonassignable Assets (including renewing, extending or terminating any such Nonassignable Asset in accordance with its terms), and appoints Buyer its attorneySeller shall promptly pay over to Purchaser the net amount (after expenses and Taxes) of all payments received by it (or a Seller Subsidiary) in respect of all Nonassignable Assets (but only to the extent such payments would constitute Transferred Assets) and Purchaser shall indemnify Seller (or a Seller Subsidiary) for all Losses attributable to Seller’s (or such Seller Subsidiary’s) holding of all Nonassignable Assets (but only to the extent such Losses would constitute Assumed Liabilities). (c) Notwithstanding the foregoing, Seller (or the applicable Seller Subsidiary) shall have the right, any time after the twelve-in-fact to act in its name on its behalf or in the name month anniversary of the applicable Affiliate Closing Date to exercise any right to terminate any Nonassignable Asset that is an Assumed Contract or a Vendor Shared Contract and shall have the right, any time after the second anniversary of the Closing Date to exercise any right to terminate any Nonassignable Asset that is a Customer Shared Contract; provided that, Seller and on such Affiliate’s behalf shall be entitled at any time to amend or terminate any Contract that subsumes a Vendor Shared Contract to the extent that Purchaser has entered into a separate Contract with the relevant Vendor with respect theretoto such Vendor Shared Contract; and provided further that, in each case, Seller shall provide to Purchaser at least ninety (90) days prior written notice of its intention to terminate such Nonassignable Asset.

Nonassignable Assets. Nothing in this Agreement nor Agreement, or the consummation of the Transactions transactions contemplated hereby, shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Conveyed Asset (including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, ) to Purchaser which by its terms or by Law is not assignable without Consent the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment or transfer without such consent (“a "Nonassignable Assets”) Asset"), unless and until such Consent has consent shall have been obtained. Seller shalland Purchaser shall each use its reasonable good faith efforts to obtain as expeditiously as possible any such consent to the assignment of a Nonassignable Asset to Purchaser; provided, however that Seller shall not be required to remain secondarily liable or make any payment (except for payments which are then due and owing and other normal out-of-pocket expenses incurred in seeking or requesting such consent) to obtain any such consent with respect to any Nonassignable Asset. Unless and until any such consent is obtained, and shall cause its Affiliates tosubject to the Closing having occurred, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable LawLaw and by the terms of the applicable Nonassignable Asset, Seller and Purchaser will cooperate to establish an arrangement reasonably satisfactory to Purchaser and Seller, effective as of the Closing, under which Purchaser would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming and agreeing to pay Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto; provided, that, in the no event Consents cannot shall Purchaser and Seller be obtained, required to enter into any such arrangement with respect to any Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust Asset for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or which any such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s accountconsent is a Required Consent. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer Purchaser the net amount (after costs and taxes) of all money or other consideration payments received by it after the Closing Date in respect of all Nonassignable Assets, and Purchaser shall promptly pay, perform or discharge, when due, any and all obligations and liabilities arising thereunder. As Each of Purchaser and from Seller shall indemnify and hold harmless the Closing Dateother and, in the case of Purchaser, the Seller on behalf Indemnified Parties, and, in the case of itself Seller, the Purchaser Indemnified Parties, for any and its Affiliates authorizes Buyer, to all Losses incurred by it or them in respect of claims arising out of obligations that the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, respective indemnifying party agreed to perform all of in connection with the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretoarrangements contemplated by this Section 2.7.

Nonassignable Assets. Nothing (a) Notwithstanding anything in this Agreement to the contrary, to the extent that the transfer or assignment to Buyer of any Transferred Asset is prohibited by any Governmental Rules or would require any authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained, neither this Agreement nor any document delivered pursuant hereto shall constitute a sale, assignment or transfer or an attempted assignment or transfer of such Transferred Asset if the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, including any Assumed Contract, certificateapplicable authorization, approval, authorization consent or other right included waiver has not been obtained by (or does not remain in full force and effect at) the Acquired AssetsClosing, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been third party authorization, approval, consent or waiver is obtained. Seller shall, at which time such Transferred Asset shall be assumed and transferred to Buyer in accordance with the terms and conditions hereof. (b) With respect to any such authorizations, approvals, consents, or waivers referred to in Section 2.6(a), following the Closing, the parties shall use their respective reasonable best efforts, and shall cause its Affiliates toreasonably cooperate with each other, use its Reasonable Efforts to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorizations, approval, consents or waivers, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such Transferred Assets and to Sellers the benefits or rights that they would have obtained had the Transferred Asset been conveyed to Buyer at the earliest practical date all Consents required Closing. Once any authorization, approval, consent or waiver referred to consummate the Transactions. To the extent permitted by applicable Lawin Section 2.6(a) is obtained following Closing, in the event Consents cannot be obtainedSellers shall assign, transfer, convey and deliver such Nonassignable Assets shall be heldTransferred Asset to Buyer at no additional cost to Buyer (other than out of pocket fees, as of costs and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed expenses incurred by Buyer in Seller’s or connection with such Affiliate’s name assignment, transfer, conveyance and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretodelivery).

Nonassignable Assets. (a) Nothing in this Agreement Agreement, nor the consummation of the Transactions Transactions, shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Asset (including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, ) to Buyer which by its terms or by Law (i) is not assignable nonassignable without Consent consent, approval, waiver, authorization, notice or novation by a Governmental Body or other Person, (ii) is otherwise prohibited by Law or Contract or (iii) with respect to which any attempted assignment or transfer would be ineffective or would materially and adversely affect the rights of either the applicable Seller Entity or Buyer or its applicable designee thereunder (each, a “Nonassignable AssetsAsset”) ), unless and until such Consent has a consent, approval, waiver, authorization, notice or novation reasonably acceptable to Buyer shall have been obtained. Following the Closing, Buyer and Seller shall use their commercially reasonable efforts to obtain, or to cause their respective Affiliates to obtain, the consent, approval, waiver, authorization, notice or novation of each such third party to the assignment or transfer of the Nonassignable Assets to Buyer or its designated Affiliate in all cases in which such consent, approval, waiver, authorization, notice or novation is required for the valid and enforceable assignment or transfer thereof to Buyer. (b) Until such consent, approval, waiver, authorization, notice or novation that is necessary for the effective assignment to Buyer of any Nonassignable Asset is obtained, provided that the applicable Seller Entity can do so without breaching the terms of such Nonassignable Asset, such Seller Entity shall use commercially reasonable efforts to provide Buyer, in all material respects, with, and such Seller Entity shall hold in trust for the exclusive benefit of Buyer or its designated Affiliates, all the economic (taking into account all burdens to Seller and its Affiliates, including Tax costs), operational and other benefits of such Nonassignable Asset, to the extent permitted, as if such consent, approval, waiver, authorization, notice or novation, as the case may be, had been obtained. Without limitation of and subject to the foregoing, at Buyer’s request, Seller shall, and or shall cause its Affiliates applicable Affiliate to, use (i) cooperate, in all reasonable respects, in any lawful and commercially reasonable arrangement proposed by Buyer under which Buyer and its Reasonable Efforts Affiliates would obtain the economic, operational and other benefits thereunder and assume the related economic, operational and other burdens (including the amount of any related Tax costs imposed on Seller or any of its Affiliates) thereunder; (ii) enforce, for the benefit of Buyer and its Affiliates and as reasonably directed by Buyer, Seller’s or its applicable Affiliate’s rights under such Nonassignable Asset; and (iii) permit Buyer or its designated Affiliates to obtain at practice, exercise and enforce any rights arising with respect thereto; in each case, as if such Nonassignable Asset (and the earliest practical date Liabilities related thereto) had been sold, conveyed, assigned and delivered to, and assumed by, Buyer or its applicable designee, including in the name of Seller or its applicable Affiliate party to such Nonassignable Asset or otherwise as Buyer shall specify, including the right to terminate in accordance with the terms thereof; provided, however, that (A) Buyer hereby agrees to promptly reimburse Seller for all Consents required related Taxes and reasonable expenses incurred by Seller or any Affiliate of Seller in complying with Buyer’s requests described above, and to consummate indemnify and hold harmless Seller and its Affiliates to the Transactions. To the full extent permitted by applicable LawLaw from and against any Liabilities arising from or in connection with Buyer practicing, in the event Consents cannot be obtained, exercising or enforcing any rights or failing to perform any obligations arising with respect to such Nonassignable Assets or otherwise in connection with carrying out any instruction or direction provided by Buyer or its Affiliates in connection with the activities contemplated in this Section 1.14; and (B) if Seller or such Seller Entity provides Buyer, in all material respects, with, and Seller or such Seller Entity holds in trust for the exclusive benefit of Buyer or its designated Affiliates, all the economic, operational and other benefits of such Nonassignable Asset in accordance with this Section 1.14, Buyer shall be heldassume the related economic burden imposed on Seller or its applicable Affiliate (including the amount of any related Tax costs imposed on Seller or its applicable Affiliate) with respect to such Nonassignable Asset and, from and after the Closing, Buyer shall, as agent or subcontractor for Seller, or its applicable Affiliate pay, perform and discharge fully as and when required the Liabilities of and from the Closing Date, by Seller or such Affiliate of Seller with respect to such Nonassignable Asset. Seller or the applicable Affiliate of Seller in trust for party to the rights of such Nonassignable Asset will promptly pay to Buyer or its applicable designee all income, proceeds and the covenants and obligations thereunder shall be performed other monies received by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, third parties to the extent permitted related to Buyer’s or its Affiliates’ intended rights under such Nonassignable Asset as contemplated by applicable Law this Section 1.14. (c) Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to pay compensation to any third party, commence or participate in any Proceeding or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party in connection with Seller’s and its Affiliates’ obligations under this Section 1.14. Without limiting the terms generality of the foregoing, (i) at any time upon Buyer’s request, Seller agrees to assign any Nonassignable AssetsAsset to Buyer for no additional consideration and (ii) once any consent, approval, waiver, authorization or novation referenced in this Section 1.14 is obtained or notice is properly made, Seller or its applicable Affiliate shall assign the applicable Nonassignable Asset to Buyer for no additional consideration and, for the avoidance of doubt, such Nonassignable Asset shall thereafter be treated as an Acquired Asset for all purposes hereunder. (d) To the extent that the right and ability to enforce any confidentiality or use restrictions relating to any Assigned Intellectual Property and other technology to the extent provided for in the Intellectual Property Assignment and License Agreement or any non-solicitation restrictions directly benefiting the Business are not validly transferred to Buyer pursuant to the Intellectual Property Assignment and License Agreement or this Agreement, at and following the Closing Seller and its applicable Affiliates (i) hereby authorize Buyer to enforce such restrictions to protect its rights and interests, including any trade secret rights, with respect to such Assigned Intellectual Property or such other restrictions, (ii) if requested by Buyer, agree to use commercially reasonable efforts to enforce such restrictions as reasonably directed by Buyer, at Buyer’s expense, and (iii) agree to perform all use commercially reasonable efforts to provide such cooperation, assistance and information in connection with any such enforcement as reasonably requested by Buyer, at Buyer’s expense. (e) Notwithstanding anything to the contrary set forth in this Section 1.14, to the extent a consent, approval, waiver, authorization, notice or novation acceptable to Buyer shall not have been obtained with respect to any of the obligations Contracts set forth on Schedule 1.14(e) prior to the Closing, Seller shall, or shall cause its applicable Affiliates to, (i) remit any and receive all payment owed to Seller or such applicable Affiliates pursuant to any such Contract to Buyer or its designated Affiliate within five (5) Business Days of receipt thereof, (ii) not amend or agree to amend any such Contract in any manner adverse to Seller (or any of its applicable Affiliates) or Buyer and its Affiliates, (iii) if requested by Buyer, use commercially reasonable efforts at Buyer’s expense to enforce, for the benefits benefit of Buyer and its Affiliates and as reasonably directed by Buyer, Seller’s or its applicable Affiliate’s rights under any such Contract and (iv) within three (3) Business Days of receipt, provide to Buyer notice and the contents (including, in the case of written communication, copies) of any written or verbal communication received by Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on from any counter-party to any such Affiliate’s behalf with respect theretoContract concerning any such Contract.

Nonassignable Assets. Nothing (a) Notwithstanding anything in this Agreement to the contrary, to the extent that the transfer or assignment to Buyer of any Transferred Asset is prohibited by any Governmental Rules or would require any authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained, neither this Agreement nor any document delivered pursuant hereto shall constitute a sale, assignment or transfer or an attempted assignment or transfer of such Transferred Asset if the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, including any Assumed Contract, certificateapplicable authorization, approval, authorization consent or other right included waiver has not been obtained by (or does not remain in full force and effect at) the Acquired AssetsClosing, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent third party authorization, approval, consent or waiver is obtained, at which time such Transferred Asset shall be assumed and transferred to Buyer in accordance with the terms and conditions hereof. (b) With respect to any such authorizations, approvals, consents, or waivers referred to in Section 2.6(a), following the Closing, the parties shall use their respective reasonable best efforts, and reasonably cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorizations, approval, consents or waivers, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such Transferred Assets and to Seller the benefits or - 15– [****] = Certain confidential information contained in this document, marked by brackets, has been obtainedomitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts Confidential treatment has been requested with respect to obtain the omitted portions. rights that they would have obtained had the Transferred Asset been conveyed to Buyer at the earliest practical date all Consents required Closing. Once any authorization, approval, consent or waiver referred to consummate the Transactions. To the extent permitted by applicable Lawin Section 2.6(a) is obtained following Closing, in the event Consents cannot be obtainedSeller shall assign, transfer, convey and deliver such Nonassignable Assets shall be heldTransferred Asset to Buyer at no additional cost to Buyer (other than out of pocket fees, as of costs and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed expenses incurred by Buyer in Seller’s or connection with such Affiliate’s name assignment, transfer, conveyance and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretodelivery).

Nonassignable Assets. Nothing in (a) Notwithstanding any other provision of this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement Agreement, with respect to assign any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, Purchased Asset which by its terms or by any Law is not assignable or transferable without Consent a consent or approval of any Governmental Authority or other third party (a “Nonassignable AssetsAsset”) ), such assignment and transfer shall not be made unless and until such Consent has consent or approval shall have been obtained. obtained or condition satisfied or Buyer shall have waived in writing the requirements of this Section 2.9. (b) The Seller shall, and the Buyer shall cause its Affiliates to, each use its Reasonable Efforts commercially reasonable efforts to obtain at as expeditiously as possible any consent or approval that may be required and to satisfy a condition necessary to the earliest practical date all Consents assignment or transfer of a Nonassignable Asset to the Buyer. All filing fees and payments to persons required to consummate obtain any such consent or approval or satisfying any such condition, including any filing fees incurred in connection with the Transactions. To the extent permitted by applicable Lawtransfer or assignment of any Permit, in the event Consents cannot be obtained, such Nonassignable Assets shall be heldborne by the Seller; provided, as however, that neither the Seller or any of and from the Seller’s Affiliates shall be required to expend any funds or incur any costs to enable the Buyer to meet any financial measurement test or operating requirement respecting any period following the Closing Date, by Seller in connection with any Permit issued or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money issued by a Governmental Authority or other consideration third party. (c) Unless and until any such consent or approval that becomes due and payable under the Nonassignable Assets, and Seller may be required is obtained or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyercondition satisfied, to the extent permitted by applicable Law and by the terms of the applicable Nonassignable AssetsAsset, at Buyer’s expensethe Seller and the Buyer will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the Buyer under which the Buyer would obtain the claims, to perform all rights and benefits and assume the corresponding Liabilities under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Seller would enforce for the benefit of the obligations Buyer, in respect of such Nonassignable Asset, any and receive all claims, rights and benefits of the benefits Seller against a third party thereto. (d) If and when the applicable consents or approvals, the absence of Seller or its Affiliates under which caused the deferral of transfer of any Nonassignable Assets and appoints Buyer its attorney-in-fact Asset pursuant to act in its name on its behalf or in this Section 2.9 are obtained, the name transfer of the applicable Affiliate Nonassignable Asset to the Buyer shall automatically and without further action be effected in accordance with the terms of Seller this Agreement and on such Affiliate’s behalf with respect theretothe applicable Transaction Documents.

Nonassignable Assets. Nothing in this Agreement nor Agreement, the Xxxx of Sale or the Contract Assignments or the consummation of the Transactions transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Purchased Asset (including any Assumed Contract, certificate, approval, authorization Assigned Contract or other right included in the Acquired Assets, Facility Governmental Authorization) to Buyer which by its terms or by Law is not assignable or transferable without Consent a consent or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such Consent has consent shall have been obtainedobtained or Law satisfied. Seller shalland Buyer shall obtain as expeditiously as possible any consent that may be required and satisfy any Law necessary to the assignment or transfer of a Nonassignable Asset to Buyer, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense all such actions in its name as may be necessary to effect the assignment or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits transfer of the Nonassignable Assets Asset. Unless and until any such consent that may be required is obtained or Law satisfied, Seller shall establish an arrangement reasonably satisfactory to effect collection Buyer under which Buyer would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset (including by means of money any subcontracting, sublicensing or other consideration subleasing arrangement) or under which Seller would enforce for the benefit of Buyer, with Buyer assuming and agreeing to pay Seller’s obligations and reasonable expenses, any and all claims, rights and benefits of Seller against a third party thereto; provided, that becomes due and payable under the in no event shall Buyer be required to enter into any such arrangement with respect to any Nonassignable Assets, and Seller Asset for which a required consent is necessary or the applicable Affiliate of be required to incur any unreimbursed expenses in connection with such arrangement. Seller shall promptly pay over to Buyer all money or other consideration payments received by it after the Closing Date such Seller in respect of all Nonassignable Assets. As If and when the applicable consents or approvals, the absence of which caused the deferral of transfer of any Nonassignable Asset pursuant to this Section, are obtained, the transfer of the applicable Nonassignable Asset to Buyer shall automatically and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and without further action be effected in accordance with the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretothis Agreement.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, Asset (including any Assumed Contractcontract, certificate, approval, authorization permit or other right included in the Acquired Assets, which right) that by its terms or by Law is not assignable nonassignable without Consent the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (a “Nonassignable AssetsAsset”) ), unless and until such Consent has consent shall have been obtained. Seller shallWith respect to any Nonassignable Asset, the applicable Contributor shall (and shall cause its Affiliates subsidiaries and affiliates to, ) use its Reasonable Efforts commercially reasonable efforts to obtain at the earliest practical date all Consents required to consummate the Transactionssuch consents promptly. To the extent permitted by applicable LawLaw and under the applicable terms binding any Nonassignable Asset, in the event Consents consents to the assignment thereof cannot be obtained (and in any case until any such consent is obtained), such Nonassignable Assets Asset shall be held, as of and from the Closing Date, held by Seller or the applicable Affiliate of Seller Contributor in trust for Buyer Rattler, and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name Rattler and all benefits and obligations existing thereunder shall be for BuyerRattler’s account. Seller Each applicable Contributor shall take or cause to be taken at BuyerRattler’s expense all such actions in its such Contributor’s name or otherwise as Buyer Rattler may reasonably request so as to provide Buyer Rattler with the benefits of the any Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller such Contributor shall promptly pay over to Buyer Rattler all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates Each Contributor authorizes BuyerRattler, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at BuyerRattler’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates such Contributor under the Nonassignable Assets and appoints Buyer Rattler as its attorney-in-fact to act in its name and on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Nonassignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in Transferred Asset to the Acquired Assets, applicable Purchaser which by its terms or by Law any Legal Requirement is not assignable or transferable without a Consent or approval of any Governmental Authority or other third party or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such Consent has or approval shall have been obtained. Seller shallobtained or condition satisfied. (b) The Selling Companies and the Purchasers, and to the extent applicable, shall cause its Affiliates to, each use its Reasonable Efforts commercially reasonable efforts to obtain at as expeditiously as possible any Consent or approval that may be required and to satisfy a condition necessary to the earliest practical date all Consents required assignment or transfer of a Nonassignable Asset to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer Purchaser. (c) Unless and the covenants and obligations thereunder shall until any such Consent or approval that may be performed by Buyer in Seller’s required is obtained or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyercondition satisfied, to the extent permitted by applicable Law Legal Requirements and by the terms of the applicable Nonassignable AssetsAsset, at Buyer’s expensethe applicable Selling Company and the applicable Purchaser will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the applicable Purchaser under which the applicable Purchaser would obtain the claims, to perform all rights and benefits and assume the corresponding Liabilities and obligations under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which such Selling Company would enforce for the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name benefit of the applicable Affiliate Purchaser, in respect of Seller such Nonassignable Asset, any and on all claims, rights and benefits of such Affiliate’s behalf Selling Company against a third party thereto; provided, that in no event shall the applicable Purchaser or such Selling Company be required to enter into any such arrangement with respect theretoto any Nonassignable Asset for which a Required Consent is necessary. (d) If and when the applicable Consents or approvals, the absence of which caused the deferral of transfer of any Nonassignable Asset pursuant to this Section 2.8, are obtained, the transfer of the applicable Nonassignable Asset to the Purchaser shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Related Agreements.

Nonassignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Purchased Asset (including any Assumed Assigned Contract, certificate, approval, authorization or other right included in ) to the Acquired Assets, Buyer which by its terms or by Law Legal Requirement is not assignable or transferable in accordance with this Agreement without a Consent or is cancelable by a third party in the event of an assignment or transfer in accordance with this Agreement (a “Nonassignable AssetsAsset”) ), unless and until such Consent has shall have been obtained. Seller shallobtained or Legal Requirement satisfied. (b) The Companies shall use commercially reasonable efforts (at no additional third-party cost, expense or liability to the parties hereto) to obtain, as promptly as practicable, any Consent that may be required and satisfy any Legal Requirement necessary to the assignment or transfer of a Nonassignable Asset to the Buyer; provided, that the Companies shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents not be required to consummate the Transactions. To the extent permitted by applicable Law, commence or threaten to commence any litigation in the event Consents cannot course of such efforts. (c) Unless and until any such Consent that may be obtainedrequired is obtained or Legal Requirement satisfied, the Companies shall establish an arrangement reasonably satisfactory to the Buyer under which the Buyer would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Assets shall be heldAsset (including by means of any subcontracting, as sublicensing or subleasing arrangement) or under which the Companies would enforce for the benefit of the Buyer, with the Buyer assuming and from agreeing to pay the Closing DateCompanies’ obligations, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name any and all benefits claims, rights and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller Companies against a third party thereto. (d) The Companies shall promptly pay over to the Buyer all money or other consideration payments received by it after the Closing Date Companies in respect of all Nonassignable Assets. As , net of any and from all obligations and liabilities arising thereunder, which obligations and liabilities the Closing DateCompanies shall pay, Seller on behalf perform or discharge, when due. (e) If and when any Consent is obtained after the Closing, the transfer, assignment or assumption of itself and its Affiliates authorizes Buyerthe Nonassignable Asset, or interest in, or liability, obligation or commitment under, the asset to the extent permitted by applicable Law and which such Consent relates shall be promptly effected in accordance with the terms of this Agreement without the payment of additional costs by any party hereto and the parties hereto will execute any documents or instruments of conveyance or assumption and take any further acts which are reasonably necessary or desirable to effect the assignment of such Nonassignable AssetsAsset or interest in, or liability, obligation or commitment under, such asset. (f) Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of Sections 2.5(c) through 2.5(e) shall not apply in the case of any Nonassignable Asset that is a Delayed Transfer Asset, which shall be governed by Sections 2.5(g) through 2.5(i). (g) For any Nonassignable Asset that is (i) in the case of a Company Homebuilding Property, the neighborhood (as set forth in Exhibit C) that contains such Company Homebuilding Property, (ii) a Company’s or a Company Subsidiary’s equity interest in any Specified Entity or BHI or (iii) in the case of a Specified Entity Homebuilding Property, the equity interests of the Specified Entity that owns such Specified Entity Homebuilding Property (each of clauses (i), (ii) and (iii), a “Delayed Transfer Asset”), there shall be a corresponding reduction in the Estimated Purchase Price (and, if applicable, the Final Purchase Price) by the Delayed Transfer Reduction Amount, and such Delayed Transfer Asset shall be deemed an Excluded Asset unless and until the applicable Consent shall have been obtained or applicable Legal Requirement satisfied. (h) From and after the Closing through the six-month anniversary thereof (the date of such six-month anniversary, the “Delayed Transfer End Date”), the Companies shall use commercially reasonable efforts (at no additional third-party cost, expense or liability to the parties hereto) to obtain, as promptly as practicable, any Consent that may be required and satisfy any Legal Requirement necessary to the assignment or transfer of a Delayed Transfer Asset to the Buyer; provided, that the Companies shall not be required to commence or threaten to commence any litigation in the course of such efforts. If the Companies obtain the applicable Consent or satisfy the applicable Legal Requirement, in each case, with respect to any Delayed Transfer Asset prior to the Delayed Transfer End Date, then, upon the Buyer’s expensereceipt of information from the Companies reasonably documenting such Consent or Legal Requirement to the Buyer’s reasonable satisfaction, to perform all (i) the Buyer shall deliver the applicable Delayed Transfer Reduction Amount (provided, that such Delayed Transfer Reduction Amount shall be recalculated using the Book Value of such Delayed Transfer Asset as of the obligations date of such transfer, determined in accordance with the Book Value Notes, and receive all of any dispute regarding such determination shall be governed by applying Section 3.2, mutatis mutandis) in cash by wire transfer to a bank account designated in writing by the benefits of Seller or its Affiliates under the Nonassignable Assets Companies and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of (ii) the applicable Affiliate Company or Company Subsidiary shall sell, transfer, assign, convey and deliver purchase such Delayed Transfer Asset to the Buyer in accordance with the terms and conditions of Seller this Agreement. The parties hereto will promptly execute any documents or instruments of conveyance or assumption and on take any further acts which are reasonably necessary or desirable to effect the transfer of such Affiliate’s behalf with respect theretoDelayed Transfer Asset, and such Delayed Transfer Asset shall thereafter be deemed a Purchased Asset. (i) The Buyer shall have no obligation to purchase, and the Companies and the Company Subsidiaries shall have no obligation to sell, any Delayed Transfer Asset for which the applicable Consent was not obtained or the applicable Legal Requirement was not satisfied, in each case, prior to the Delayed Transfer End Date.

Nonassignable Assets. (a) Nothing in this Agreement Agreement, nor the consummation of the Transactions transactions contemplated hereby, shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Asset (including any Assumed Assigned Contract) to Buyer or a Buyer Subsidiary, certificate, approval, authorization or other right included in the Acquired Assetsas applicable, which by its terms or by Law is not assignable nonassignable without a Consent (a “Nonassignable AssetsAsset”) ), unless and until such Consent has shall have been obtained. Seller shallshall advise Buyer in writing at least five Business Days prior to the Closing (a) of any Material Contract with respect to which a Consent of the counterparty is required for assignment and for which such Consent has not been obtained and (b) if Seller has received notice (whether written or oral) that any such third Person will not agree to the assignment of any Material Contract to Buyer or a Buyer Subsidiary, and shall cause its Affiliates toas applicable, use its Reasonable Efforts to obtain hereunder at the earliest practical date all Consents required to consummate the TransactionsClosing. To the extent permitted by applicable Law, in Law and by the event Consents cannot be obtainedterms of the applicable Nonassignable Asset, such Nonassignable Assets Asset shall be held, as of and from the Closing Date, by Seller for the benefit and burden of Buyer or the applicable Affiliate of Seller in trust for a Buyer Subsidiary, as applicable, and the covenants and obligations thereunder shall be fully performed by Buyer in or such Buyer Subsidiary, as applicable, on Seller’s or such Affiliate’s name behalf and all benefits rights and obligations Liabilities existing thereunder shall be for Buyer’s or such Buyer Subsidiary’s account, as applicable. For the avoidance of doubt, the designation of an Asset as a Nonassignable Asset does not render it an Excluded Asset. (b) To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, Seller and Buyer shall take take, or cause to be taken at Buyer’s expense taken, such actions in its name or otherwise as Buyer the other party may reasonably request so as that are required to be taken or appropriate in order to provide Buyer or a Buyer Subsidiary, as applicable, with the benefits and burdens of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of . Seller shall promptly pay over to Buyer or such Buyer Subsidiary, as applicable, the net amount (after de minimis reasonable administrative expenses and an adjustment for Taxes consistent with Section 1.3 placing each party as nearly as possible in the same position as if the Nonassignable Asset had been transferred to Buyer or such Buyer Subsidiary, as applicable, on the Closing Date), of all money or other consideration payments received by it after the Closing Date in respect of all Nonassignable Assets and Buyer shall indemnify Seller for all Losses attributable to Seller’s holding of all Nonassignable Assets. As of and from (c) The Parties shall continue after the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to use all commercially reasonable efforts to obtain the applicable Consents to assign any Nonassignable Asset that were not obtained prior to the extent permitted by applicable Law and the terms Closing. (d) The provisions of this Section 1.7 shall not apply in respect of the Nonassignable AssetsReal Property Consents, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretowhich shall be governed by Section 1.8.

Nonassignable Assets. Nothing Notwithstanding anything in this Agreement nor to the consummation contrary, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, assignment, sublease, transfer, conveyance or delivery to Buyer of any asset that would be a 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 governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then (i) if such asset is a Current Asset, such asset shall be regarded as a Transferred Asset for purposes of the Transactions calculations required under Sections 2.8 and 2.9 and (ii) following the Closing, the parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that none of the parties shall be construed as required to pay any consideration therefor. From and after the Closing, the parties shall cooperate with each other in any mutually agreeable, commercially reasonable and lawful arrangements designed to provide (x) to Buyer and its Affiliates the benefits of use of an attempt Other Contract Right or, pending receipt of all applicable authorizations, approvals, consents or agreement waivers, such asset and (y) to assign any Acquired AssetSeller and its Affiliates the benefits, including any Assumed Contractindemnities, certificatethat they would have obtained had the asset or Other Contract Right been conveyed to Buyer and its Affiliates at the Closing. Once authorization, approval, authorization consent or other right included in waiver for the Acquired Assetssale, which by its terms assignment, sublease, transfer, conveyance or by Law delivery of any such asset not sold, assigned, subleased, transferred, conveyed or delivered at the Closing is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. , Seller shall, and shall or shall cause its applicable Affiliates to, use assign, transfer, convey and deliver such asset to Buyer at no additional cost. With respect to any such asset, if such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Reasonable Efforts Affiliate(s) thereunder so that Buyer would not in fact receive all such rights, Seller will, to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted not prohibited by applicable Lawor not in violation of any such agreement, (a) cooperate with Buyer in the event Consents cannot be obtainedany mutually agreeable, such Nonassignable Assets shall be held, as of commercially reasonable and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust lawful arrangement designed to provide for Buyer and the covenants and obligations thereunder shall be performed by Buyer in benefits (including the exercise of Seller’s or such Affiliate’s name Affiliates’ rights) under any such asset or Other Contract Right, including enforcement for the benefit of Buyer of any and all benefits and obligations existing thereunder shall be for Buyer’s account. rights of Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits Affiliates against a third party thereto arising out of the Nonassignable Assets and breach or cancellation by such third party or otherwise, (b) hold all monies paid to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it such Affiliates thereunder on and after the Closing Date in respect trust for the account of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, and (c) remit such money to Buyer as promptly as possible. Buyex xxxnowledges and agrees that to the extent permitted by applicable Law and the terms that Buyer or any of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of its Affiliates is allowed the benefits or use of Seller any Contract or its Affiliates under the Nonassignable Assets other asset or any claim or right or benefit arising thereunder or resulting therefrom pursuant to this Section 2.4, including while any third party consent or novation relating thereto has not been obtained, such Contract or other asset shall be treated as a Transferred Asset for purposes of Section 3.10 and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.Article X.

Nonassignable Assets. Nothing Anything in this Agreement nor to the consummation of the Transactions contrary notwithstanding, this Agreement shall be construed as not constitute an attempt Agreement to sell, assign, transfer, convey or agreement to assign sublease any Acquired Purchased Asset, including any Permit and any Assumed Contract, certificateif an attempted sale, approvalassignment, authorization transfer, conveyance or other right included sublease thereof without the consent of another Person or Persons is prohibited by any applicable Law or would constitute a breach of, or in any way affect the Acquired Assetsrights of Seller or Purchaser with respect to, which by its terms such Purchased Asset (any such Purchased Asset being referred to as a "Nonassignable Asset"). Seller shall use reasonable efforts, and Purchaser shall cooperate with Seller in all reasonable respects, to obtain and satisfy all consents and to resolve all impracticalities of sale, assignment, transfer, conveyance or by Law sublease necessary to sell, assign, transfer, convey or sublease any and all Nonassignable Assets (or any interest therein) in accordance with this Agreement. If any such consent is not assignable without Consent (“obtained and is required to effectively assign a Purchased Asset, Seller will use its reasonable efforts to provide, or cause to be provided, to Purchaser the full claims, rights and benefits of or under such Nonassignable Assets”) unless and until such Consent has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Lawthat Purchaser is provided the benefits pursuant to this Section 2.4 of any Assumed Contract, in Purchaser shall perform for the event Consents cannot be obtained, such Nonassignable Assets shall be held, as benefit of and from the Closing Date, by Seller or other Persons that are parties thereto the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such Affiliate’s behalf with respect theretoliabilities to Purchaser, would be Assumed Liabilities.

Nonassignable Assets. Nothing In the case of any Assets constituting a Subscriber Service Right, Tower Right or Assumed Liability (the “Assumed Contracts” that are not by their terms assignable or that require the consent of a third party in this Agreement nor connection with the consummation transfer by the Company (and for which the third party consent has not been obtained), such Assumed Contracts will be deemed not to have been the subject of the Transactions shall be construed transfer as an attempt or agreement to assign of the Closing Date. If the consent of any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, which by its terms or by Law third party is not assignable without Consent (“Nonassignable Assets”) unless obtained prior to the Closing Date and until the Closing occurs notwithstanding the failure to obtain such Consent has been obtained. Seller shallconsent, and shall cause its Affiliates to, the Company will use its Reasonable Efforts commercially reasonable best efforts to obtain at deliver the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from remaining consents following the Closing Date, and will assist Purchaser in such manner as may reasonably be requested by Seller or Purchaser for the purpose of obtaining such consent promptly. During such period in which the applicable Affiliate Assumed Contract is not capable of Seller in trust for Buyer and being assigned to Purchaser due to the covenants and obligations thereunder shall failure to obtain any required consent, the Company will make such arrangements as may be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets necessary, and to effect collection of money or other consideration that becomes due the extent permissible, to enable Purchaser to receive all the economic benefits under such Assumed Contract accruing on and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect (including, to the extent permissible and requested by the Purchaser, through a sub-contracting, sub-licensing, sub-participation or sub-leasing arrangement, or an arrangement under which the Company would enforce such Assumed Contract for the benefit of Purchaser, with Purchaser, to the extent permissible, assuming the Company’s executory obligations and any and all Nonassignable Assetsrights of the Company against the other party thereto). As If the approval of and from the other party to such Assumed Contract is obtained after the Closing Date, Seller on behalf such approval will, as between the Company and Purchaser, constitute a confirmation (automatically and without further action of itself the parties, subject to prior review of and its Affiliates authorizes Buyeracceptance of the Assumed Contract by the Purchaser) that such Assumed Contract is assigned to Purchaser as of the Closing Date, and (automatically and without further action of the parties, subject to prior review of and acceptance of the extent permitted Assumed Contract by applicable Law and the Purchaser) that the liabilities with respect to such Assumed Contract are, subject to the terms of the Nonassignable Assetsthis Agreement, at Buyer’s expense, to perform all assumed as of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretoClosing Date.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions Transaction or the other transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in Asset to the Acquired Assets, Buyer which by its terms or by Law is not assignable or transferable without Consent a consent or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (“Nonassignable Assets”) a "NONASSIGNABLE ASSET"), unless and until such Consent has consent shall have been obtainedobtained or condition satisfied. Seller shall, and The Company shall cause its Affiliates to, use its Reasonable Efforts commercially reasonable efforts to obtain at as expeditiously as possible any consent that may be required and to satisfy any condition necessary to the earliest practical date all Consents required assignment or transfer of a Nonassignable Asset to consummate the TransactionsBuyer. To the extent permitted by applicable Law, in the event Consents cannot be obtained, The cost of obtaining any such Nonassignable Assets consent or satisfying any such condition shall be held, as of borne by the Company. Unless and from the Closing Date, by Seller until any such consent that may be required is obtained or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyercondition satisfied, to the extent permitted by applicable Law Laws and by the terms of the applicable Nonassignable Asset, the Company and the Buyer will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the Company and the Buyer under which the Buyer would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations (to the extent such obligations would not constitute Excluded Liabilities) under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Company would enforce for the benefit of the Buyer, with the Buyer assuming and agreeing to pay the Company's obligations (to the extent such obligations would not constitute Excluded Liabilities), any and all claims, rights and benefits of the Company against a third party thereto. With respect to any Nonassignable Assets for which such an arrangement has been established, the Company shall promptly pay over to the Buyer the amount of all payments received by the Company in respect of such Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt If any Purchased Asset or agreement to assign any Acquired AssetAssumed Liability cannot, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, which by its terms or applicable Law, be assigned, transferred or conveyed without the consent of a third party or a Governmental Entity or is cancelable by Law is not assignable without Consent a third party in the event of an assignment (“Nonassignable Assets”) and such consent has not been obtained prior to Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery thereof unless and until such Consent has consent shall have been obtained. Seller shallSeller, and at its expense, shall cause its Affiliates to, use its Reasonable Efforts commercially reasonable efforts to cooperate with Purchaser following the Closing Date in endeavoring to obtain at the earliest practical date all Consents required to consummate the Transactionssuch consents promptly. To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event Consents consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer Purchaser and the covenants and obligations thereunder shall be performed by Buyer Purchaser in Seller’s or such Affiliate’s name name, Purchaser shall bear all expenses related thereto, and all benefits and obligations existing thereunder shall be for BuyerPurchaser’s account. Seller shall take or cause to be taken at BuyerPurchaser’s expense such actions in its name or otherwise as Buyer Purchaser may reasonably request so as in writing to provide Buyer Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of . Seller shall promptly pay over to Buyer Purchaser all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes BuyerPurchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at BuyerPurchaser’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its appoint Purchaser their attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Xxxxxxxxx agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Nonassignable Assets. (a) Nothing in this Agreement Agreement, nor the consummation of the Transactions transactions contemplated hereby, shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Asset (including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, ) to Purchaser which by its terms or by Law is not assignable nonassignable without a Consent authorizing such assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such Consent has shall have been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent However if (i) permitted by applicable Law, in the event Consents canLaw and (ii) Seller reasonably determines that doing so will not expose Seller to any material Liability that Purchaser will not be obtainedresponsible for (it being understood that this clause (ii) shall only be for the benefit of Seller), from the Closing until the applicable Consent is obtained with respect to such Nonassignable Asset, such Nonassignable Assets Asset shall be held, as of and from the Closing Date, held by Seller or for the applicable Affiliate benefit and burden of Seller Purchaser and in trust for Buyer and such event the covenants and obligations thereunder shall be fully performed by Buyer in Purchaser on Seller’s or such Affiliate’s name behalf and all benefits rights and obligations existing thereunder Liabilities arising in connection with, or following, the implementation of such pass-through arrangement for such Nonassignable Asset shall be for BuyerPurchaser’s account. account and shall constitute Assumed Liabilities and such rights shall be exercised by Seller at Purchaser’s direction and Seller and Purchaser shall take take, or cause to be taken at Buyer’s expense taken, such actions in its name or otherwise as Buyer the other party may reasonably request so as that are required to be taken or appropriate in order to provide Buyer Purchaser with the benefits and burdens of such Nonassignable Asset. For the avoidance of doubt, the designation of an Asset as a Nonassignable Assets and Asset does not render it an Excluded Asset. (b) If (i) Purchaser has waived the condition to effect collection of money or other consideration that becomes due and payable Closing set forth in Section 8.03(e) with respect to any Consent required under an Assumed Contract, (ii) such Consent has not been obtained by the Nonassignable Assetstime the Closing occurs, and (iii) Purchaser has requested that Seller or nonetheless assign such Assumed Contract to Purchaser (which request can be made at any time following the applicable Affiliate of Closing), Seller shall promptly pay over assign such Assumed Contract to Buyer Purchaser and, so long as Seller has theretofore used commercially reasonable efforts in accordance with Section 5.04 to obtain the Consent for such assignment, Purchaser shall indemnify, defend and hold harmless Seller from and against all money Losses incurred by Seller that arise out of or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, relate to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretoassignment.

Nonassignable Assets. Nothing Notwithstanding anything to the contrary in this Agreement nor Agreement, to the consummation of the Transactions shall be construed as an attempt or agreement to assign extent that any Acquired Asset, including any Assumed Contract, certificateAsset is not assignable to Buyer without the consent, approval, authorization waiver, agreement or action of any other right included Person (other than Dover or its Affiliates), pursuant to Contract or otherwise (each such asset, a “Nonassignable Asset”), there shall be no assignment or attempted assignment to Buyer of such Nonassignable Asset at the Closing under this Agreement in the Acquired Assetsabsence of such Person’s consent, which approval, waiver, agreement or action, unless otherwise agreed by the Parties, and this Agreement shall not be deemed to constitute an assignment or attempted assignment thereof. In the case of each Nonassignable Asset, Dover shall, and shall cause each of its terms Affiliates to, use its reasonable best efforts to obtain the consent, approval, waiver, agreement or action of such Person to the assignment of such Nonassignable Asset to Buyer, and, to the extent reasonably requested by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. Seller Dover, Buyer shall, and shall cause its Affiliates to, use its Reasonable Efforts cooperate with such efforts; provided, that, for the avoidance of doubt, nothing in this Agreement shall require either Party or any of their respective Affiliates to obtain at pay any money to, commence or participate in any litigation, offer or grant any accommodation or undertake any Liability (in each case financial or otherwise) to any Governmental Entity (other than filing fees as contemplated by the earliest practical date all Consents required last sentence of Section 4.4(a) or any other comparable filing fees payable to consummate a Governmental Entity) or other third party. If any such consent, approval, waiver, agreement or action is not obtained from such Person prior to the Transactions. To Closing, without limiting any other obligation under this Section 1.2(c), then the Parties shall, to the extent permitted by applicable Law, agree to any reasonable arrangement requested by either Party whereby, from and after the Closing, (i) Dover provides or causes to be provided to Buyer the benefits intended to be assigned to Buyer arising from or relating to such Nonassignable Asset, and Dover agrees to enforce, upon the written request of Buyer and for the benefit of Buyer (at Buyer’s sole expense), any rights of Dover or its Affiliates in respect of such Nonassignable Asset, and (ii) Buyer pays, performs and discharges all of the event Consents cannot be obtainedLiabilities of Dover or its Affiliates arising from or relating to such Nonassignable Asset to the extent such Liabilities would constitute Assumed Liabilities under this Agreement, and Buyer agrees to indemnify Dover and its Affiliates with respect to any Losses incurred by Dover or its Affiliates as a result of Buyer’s failure to pay, perform and discharge such Assumed Liabilities; provided, however, that once such consent, approval, waiver, agreement or action is obtained (if ever), such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller Asset shall promptly pay over to Buyer all money or other consideration received be assigned by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller Dover or its Affiliates under to Buyer at no additional cost to Buyer. For the avoidance of doubt, this Section 1.2(c) shall in no way limit or prejudice any condition set forth in Article VI, any representation or warranty of Dover set forth in this Agreement or any other document or instrument executed and delivered in connection herewith or, except for any covenant or agreement otherwise obligating Dover to assign (or cause the assignment of) any Nonassignable Assets Asset for which a consent, approval, waiver, agreement or action of any other Person required to assign such Nonassignable Asset has not been obtained, any covenant or agreement of Dover or any of its Affiliates set forth in this Agreement or any other document or instrument executed and appoints Buyer its attorney-in-fact to act delivered in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretoconnection herewith.

Nonassignable Assets. Nothing in this Agreement nor Agreement, the Bill of Sale or the Contract Assignments or the consummation of the Transactions transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Purchased Asset (including any Assumed Contract, certificate, approval, authorization Assigned Contract or other right included in the Acquired Assets, Permit) to Buyer which by its terms or by Law is not assignable or transferable without Consent a consent or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such Consent has consent shall have been obtainedobtained (including by virtue of the effect of the Approval Order rendering certain consents to be unnecessary) or Law satisfied. Seller shalland Buyer shall use diligent and reasonable best efforts to obtain any consent that may be required and satisfy any Law necessary to the assignment or transfer of a Nonassignable Asset to Buyer, and Seller shall cause its Affiliates totake all such commercially reasonable actions as may be necessary to effect the assignment or transfer of the Nonassignable Asset. Unless and until any such consent that may be required is obtained or Law satisfied, use its Reasonable Efforts Seller shall establish an arrangement reasonably satisfactory to Buyer under which Buyer would obtain at the earliest practical date claims, rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which Seller would enforce for the benefit of Buyer, with Buyer assuming and agreeing to pay Seller’s obligations and reasonable expenses, any and all Consents claims, rights and benefits of Seller against a third party thereto; provided that in no event shall Buyer be required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, enter into any such arrangement with respect to any Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust Asset for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s accountwhich a required consent is necessary. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay transmit over to Buyer all money or other consideration payments received by it after the Closing Date such Seller in respect of all Nonassignable Assets. As If and when the applicable consents or approvals, the absence of which caused the deferral of transfer of any Nonassignable Asset pursuant to this Section, are obtained, the transfer of the applicable Nonassignable Asset to Buyer shall automatically and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and without further action be effected in accordance with the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretothis Agreement.

Nonassignable Assets. Nothing in this Agreement nor Notwithstanding Section 1.11 or Annex C, any Asset, the consummation conveyance, assignment or transfer of which to Comcast Newco (or following such assignment, transfer, conveyance or delivery, the transfer of the Transactions equity securities of Comcast Newco to Comcast), without the Consent of a third party would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries, Comcast Newco, or Comcast thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time as such Consent is obtained, at which time such Nonassignable Asset shall be construed deemed conveyed, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries, Comcast Newco, or any of the Partners. Until such Consent is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant Consent, (ii) the Partnership shall endeavor to provide Comcast Newco with the benefits under each Nonassignable Asset as an attempt if such Nonassignable Asset had been assigned to Comcast Newco, including preserving the benefits of and enforcing for the benefit of Comcast Newco, at its expense, any and all rights of the Partnership or agreement any of its Subsidiaries under such Nonassignable Asset and (iii) to assign any Acquired the extent permissible under such Nonassignable Asset, including Comcast Newco shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any Assumed Contract, certificate, approval, authorization and all rights of the Partnership or other right its Subsidiaries in such Nonassignable Asset. In the event that any Nonassignable Asset is a franchise applicable to any System included in the Acquired AssetsComcast Systems Group and such a Consent has not been obtained prior to the Closing, which by its if either Partner requests, the Partners shall negotiate in good faith a management agreement containing customary terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and conditions to effectuate the foregoing until such time as an appropriate Consent has been with respect to such franchise is obtained. Seller shallComcast shall indemnify Insight, the Partnership, its Subsidiaries and shall cause the Manager in respect of any Damages suffered or incurred by Insight, the Partnership, any of its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller Subsidiaries or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise Manager as Buyer may reasonably request so as to provide Buyer with the benefits a result of the Nonassignable Assets and operation of this Section 1.12 or the Manager’s responsibilities with respect to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, . The Partnership and Seller or the applicable Affiliate of Seller its Subsidiaries shall promptly pay over to Buyer Comcast Newco when received all money or other consideration monies received by it after the Closing Date them in respect of all any Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller Asset or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf any claim or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretoright or any benefit arising thereunder.

Nonassignable Assets. Nothing Anything in this Agreement nor to the consummation of the Transactions contrary notwithstanding, this Agreement shall be construed as not constitute an attempt Agreement to sell, assign, transfer, convey or agreement to assign sublease any Acquired Purchased Asset, including any Permit and any Assumed Contract, certificateif an attempted sale, approvalassignment, authorization transfer, conveyance or other right included sublease thereof without the consent of another Person or Persons is prohibited by any applicable Law or would constitute a breach of, or in any way affect the Acquired Assetsrights of Sellers or Purchasers with respect to, which by its terms such Purchased Asset (any such Purchased Asset being referred to as a “Nonassignable Asset”). Sellers shall use reasonable efforts, and Purchasers shall cooperate with Sellers in all reasonable respects, to obtain and satisfy all consents and to resolve all impracticalities of sale, assignment, transfer, conveyance or by Law sublease necessary to sell, assign, transfer, convey or sublease any and all Nonassignable Assets (or any interest therein) in accordance with this Agreement. If any such consent is not assignable without Consent (“obtained and is required to effectively assign a Purchased Asset, Sellers will use their best efforts to provide, or cause to be provided, to Purchasers the full claims, rights and benefits of or under such Nonassignable Assets”) unless and until such Consent has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Lawthat Purchasers are provided the benefits pursuant to this Section 2.4 of any Assumed Contract, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate Purchaser shall perform for the benefit of Seller in trust for Buyer and the covenants and other Persons that are parties thereto the obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets Seller party thereto and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assetsassign such liabilities to such Purchasers, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretowould be Assumed Liabilities.

Nonassignable Assets. Nothing in this Agreement nor Notwithstanding anything set forth herein to the consummation of the Transactions shall be construed as an attempt or agreement to assign any contrary, no Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be helddeemed sold, as transferred or assigned to the Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of another party or Governmental Entity would be ineffective or would constitute a breach of contract or a violation of any law or would in any other way materially and from adversely affect the Closing Date, by Seller or the applicable Affiliate rights of Seller in trust for (or Buyer as transferee or assignee) and such consent or approval is not obtained on or prior to the covenants and obligations thereunder shall be performed by Buyer in Seller’s or Closing. In each such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyercase, to the extent permitted by applicable Law and possible, (A) the terms beneficial interest in or to such Acquired Assets (collectively, the “Beneficial Rights”) shall in any event pass as of the Nonassignable AssetsClosing to Buyer under this Agreement, at and (B) pending such consent or approval, Buyer shall assume or discharge the liabilities of Seller related to such Beneficial Rights (to the extent such liabilities are Assumed Liabilities hereunder) as agent for Seller and Seller shall act as Buyer’s expenseagent in receipt of any benefits, rights or interests received relating to perform the Beneficial Rights. Buyer and Seller shall use reasonable best efforts (and bear their respective costs) without payment of any material fees, penalties or other amounts to any third party to obtain or secure any and all consents or approvals that may be necessary to effect the legal and valid sale, transfer or assignment of any Acquired Assets underlying the obligations Beneficial Rights. Buyer and receive Seller shall make or complete such transfers as soon as reasonably practicable and cooperate with each other in any other reasonable arrangement designed to provide for Buyer the Beneficial Rights including enforcement at the cost and for the account of Buyer of any and all of the benefits rights of Seller or its Affiliates against the other party thereto, and to provide for the discharge by Buyer of any liability under such Acquired Assets (to the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on extent such Affiliate’s behalf with respect theretoliabilities are Assumed Liabilities hereunder).

Nonassignable Assets. (a) Nothing in this Agreement Agreement, nor the consummation of the Transactions transactions contemplated by this Agreement or the Transaction Documents (“Transactions”), shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, Asset (including any Assumed Contract or Shared Contract, certificate, approval, authorization ) to Purchaser (or other right included in the Acquired Assets, relevant Subsidiary of Purchaser) which by its terms or by Law is not assignable nonassignable without a Consent (a “Nonassignable AssetsAsset”) ), unless and until such Consent has shall have been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in Law and by the event Consents cannot be obtainedterms of the applicable Nonassignable Asset, such Nonassignable Assets Asset shall be held, as of and from the Closing DateClosing, by Seller (or the applicable Affiliate relevant Subsidiary of Seller in trust Seller) for Buyer the benefit and burden of Purchaser (or the relevant Subsidiary of Purchaser) and the covenants and obligations thereunder shall be fully performed by Buyer in Purchaser (or the relevant Subsidiary of Purchaser) on Seller’s (or such Affiliate’s name Subsidiary’s) behalf and all benefits rights and obligations Liabilities existing thereunder shall be for BuyerPurchaser’s (or such Subsidiary’s) account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise For the avoidance of doubt, the designation of an Asset as Buyer may reasonably request so as to provide Buyer with the benefits of the a Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by Asset does not render it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to an Excluded Asset. (b) To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, Seller and Purchaser shall take, or cause to be taken, such actions as the other party may reasonably request that are required to be taken or appropriate in order to provide Purchaser with the benefits and burdens of the Nonassignable Assets, at Buyer’s expense, . Seller shall promptly pay over to perform Purchaser the net amount (after expenses and Taxes) of all payments received by it (or such Subsidiary) in respect of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer Purchaser shall indemnify Seller (or such Subsidiary) for all Losses attributable to Seller’s (or such Subsidiary’s) holding of all Nonassignable Assets. (c) Nothing in this Section 2.09 shall require Seller or any of its attorneySubsidiaries to renew any Nonassignable Asset that is an Assumed Contract or a Shared Contract. In addition, Seller (or the applicable Subsidiary of Seller) shall have the right, any time after the nine-in-fact to act in its name on its behalf or in the name month anniversary of the applicable Affiliate of Seller Closing Date to exercise any right to terminate any Nonassignable Asset that is an Assumed Contract or a Shared Contract and on such Affiliate’s behalf with respect theretothat is a customer contract or a master services agreement.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions Transaction or the other transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in Asset to the Acquired Assets, Buyer which by its terms or by Law is not assignable or transferable without Consent a consent or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such Consent has consent shall have been obtainedobtained or condition satisfied. Seller shall, and The Company shall cause its Affiliates to, use its Reasonable Efforts commercially reasonable efforts to obtain at as expeditiously as possible any consent that may be required and to satisfy any condition necessary to the earliest practical date all Consents required assignment or transfer of a Nonassignable Asset to consummate the TransactionsBuyer. To the extent permitted by applicable Law, in the event Consents cannot be obtained, The cost of obtaining any such Nonassignable Assets consent or satisfying any such condition shall be held, as of borne by the Company. Unless and from the Closing Date, by Seller until any such consent that may be required is obtained or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyercondition satisfied, to the extent permitted by applicable Law Laws and by the terms of the applicable Nonassignable Asset, the Company and the Buyer will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the Company and the Buyer under which the Buyer would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations (to the extent such obligations would not constitute Excluded Liabilities) under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Company would enforce for the benefit of the Buyer, with the Buyer assuming and agreeing to pay the Company’s obligations (to the extent such obligations would not constitute Excluded Liabilities), any and all claims, rights and benefits of the Company against a third party thereto. With respect to any Nonassignable Assets for which such an arrangement has been established, the Company shall promptly pay over to the Buyer the amount of all payments received by the Company in respect of such Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, including any Assumed Contract, Contract or other certificate, approval, authorization or other right included in the Acquired Assets, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account, but subject, as applicable, to the last sentence of Section 3.6(b). Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable AssetsAssets (subject, as to all the foregoing, as applicable, to the last sentence of Section 3.6(b)). As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Nonassignable Assets. Nothing in this Agreement nor the consummation (a) Schedule 2.3 (a) is a true and complete list of the Transactions shall be construed as an attempt all Purchased Contracts, Governmental Licenses, leases, permits, agreements, instruments or agreement rights to assign any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, Assets which by its terms or by Law is not assignable without Consent or which provides that the Seller's attempt to assign or transfer such Purchased Contract, Governmental License, lease, permit, agreement, instrument or right to Acquired Asset would result in a default of a provision of or an invalidation of such Purchased Contract, Governmental License, lease, permit, agreement, instrument or right to Acquired Asset (“collectively, the "Nonassignable Assets”"). (b) unless To the extent permissible under applicable Law, the Seller shall hold the legal title and/or all of its rights to the Nonassignable Assets in trust for the benefit, use and until such Consent has been obtained. Seller shallenjoyment of the Buyer, their successors, and assigns, and the Buyer shall cause its Affiliates tobe responsible for all the costs associated with the benefit, use its Reasonable Efforts to obtain at and enjoyment of the earliest practical date all Consents required to consummate the Transactionssame. To the extent permitted by permissible under applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of Seller shall: (i) from and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect continue to make all reasonable efforts, to obtain and secure any and all Consents that may be necessary to effect a valid transfer of title and/or all of its rights to the Nonassignable Assets. As of and Assets to the Buyer; (ii) as available from time to time, make or complete such transfers as soon as possible after the Closing Date, Seller on behalf ; (iii) cooperate with the Buyer in any other reasonable arrangement designed to provide for the Buyer the benefits of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms under any of the Nonassignable Assets, at Buyer’s expense, ; and (iv) do all such things relating to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints as the Buyer shall reasonably request. (c) The Seller shall be responsible for any liabilities, losses, expenses or costs which the Seller incurs in meeting or attempting to meet its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretoobligations under this Section 2.3.

Nonassignable Assets. Nothing Notwithstanding anything in this Agreement nor to the consummation contrary, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, assignment, sublease, transfer, conveyance or delivery to Buyer of any asset that would be a 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 governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then (i) if such asset is a Current Asset, such asset shall be regarded as a Transferred Asset for purposes of the Transactions calculations required under Sections 2.8 and 2.9 and (ii) following the Closing, the parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that none of the parties shall be construed as required to pay any consideration therefor. From and after the Closing, the parties shall cooperate with each other in any mutually agreeable, commercially reasonable and lawful arrangements designed to provide (x) to Buyer and its Affiliates the benefits of use of an attempt Other Contract Right or, pending receipt of all applicable authorizations, approvals, consents or agreement waivers, such asset and (y) to assign any Acquired AssetSeller and its Affiliates the benefits, including any Assumed Contractindemnities, certificatethat they would have obtained had the asset or Other Contract Right been conveyed to Buyer and its Affiliates at the Closing. Once authorization, approval, authorization consent or other right included in waiver for the Acquired Assetssale, which by its terms assignment, sublease, transfer, conveyance or by Law delivery of any such asset not sold, assigned, subleased, transferred, conveyed or delivered at the Closing is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. , Seller shall, and shall or shall cause its applicable Affiliates to, use assign, transfer, convey and deliver such asset to Buyer at no additional cost. With respect to any such asset, if such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Reasonable Efforts Affiliate(s) thereunder so that Buyer would not in fact receive all such rights, Seller will, to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted not prohibited by applicable Lawor not in violation of any such agreement, (a) cooperate with Buyer in the event Consents cannot be obtainedany mutually agreeable, such Nonassignable Assets shall be held, as of commercially reasonable and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust lawful arrangement designed to provide for Buyer and the covenants and obligations thereunder shall be performed by Buyer in benefits (including the exercise of Seller’s or such Affiliate’s name Affiliates’ rights) under any such asset or Other Contract Right, including enforcement for the benefit of Buyer of any and all benefits and obligations existing thereunder shall be for Buyer’s account. rights of Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits Affiliates against a third party thereto arising out of the Nonassignable Assets and breach or cancellation by such third party or otherwise, (b) hold all monies paid to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it such Affiliates thereunder on and after the Closing Date in respect trust for the account of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, and (c) remit such money to Buyer as promptly as possible. Buyer acknowledges and agrees that to the extent permitted by applicable Law and the terms that Buyer or any of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of its Affiliates is allowed the benefits or use of Seller any Contract or its Affiliates under the Nonassignable Assets other asset or any claim or right or benefit arising thereunder or resulting therefrom pursuant to this Section 2.4, including while any third party consent or novation relating thereto has not been obtained, such Contract or other asset shall be treated as a Transferred Asset for purposes of Section 3.10 and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.Article X.

Nonassignable Assets. Nothing (a) Notwithstanding anything to the contrary contained in this Agreement, if a Business Asset is not capable of being validly assigned to Buyer without a Consent listed on Schedule 4.1.13(C)(1) (a “Nonassignable Asset” and each such Consent, a “Consent to Assignment” and collectively, the “Consents to Assignment”), then neither this Agreement nor the consummation of the Transactions shall be construed as any document or instrument delivered pursuant to or contemplated by this Agreement will constitute an attempt or agreement to assign any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) assignment thereof unless and until any such Consent has been to Assignment is obtained. Seller shall, may effect any assignment of a Nonassignable Asset by means of a novation if the replacement contract or permit is executed in a form and shall cause its Affiliates to, use its Reasonable Efforts manner reasonably acceptable to obtain at Buyer on the earliest practical date all Consents required same terms and conditions as provided to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents canSeller. (b) If any Consent to Assignment is not be obtained, such Nonassignable Assets shall be held, obtained as of and from the Closing DateClosing, by Seller or the applicable Affiliate of Seller in trust for then Buyer and the covenants and obligations thereunder shall be performed by Seller will cooperate to reach a mutually agreeable arrangement under which Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with will obtain the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets arising and appoints relating to the period subsequent to the Closing and perform as Assumed Liabilities the obligations thereunder arising and relating to the period subsequent to the Closing in accordance with this Agreement. Seller will be responsible for continuing to deal with the other contracting party as the prime contracting party and for enforcing for the benefit of Buyer its attorney-in-fact at Seller’s sole cost and expense (including costs of internal administration and overhead costs incurred by Seller in managing the Nonassignable Assets for the benefit of Buyer), with Buyer being responsible for the performance of Seller’s obligations accruing from and after the Closing. Seller shall use commercially reasonable efforts to act obtain all such Consents to Assignment, with the cooperation of Buyer, and Seller and Buyer shall promptly execute all documents reasonably necessary to complete the transfer of such Nonassignable Assets to Buyer if and when such Consents to Assignment are obtained following the Closing; provided, however, that Seller may not terminate or modify any Nonassignable Asset or waive any of the material rights of Seller thereunder without Buyer’s consent in its name on its behalf each instance. Seller shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) in excess of $10,000 in the name aggregate for all Consents to Assignment, unless and to the extent expressly provided for in any Nonassignable Asset as a condition to the assignment thereof, to any Third Party to obtain any Consent to Assignment, except to the extent that Buyer agrees to reimburse and make whole Seller to its satisfaction for the amount of the applicable Affiliate of Seller and on any such Affiliate’s behalf with respect theretopayment or other accommodation.

Nonassignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign or transfer any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in Purchased Asset to the Acquired Assets, Buyer (i) which by its terms or by requirement of Law is not assignable or transferable without a Consent or is cancellable by a Third Party in the event of an assignment or transfer and (“Nonassignable Assets”ii) for which such Consent has not been obtained or such requirement of Law has not been satisfied as of the Closing, unless and until such Consent has shall have been obtainedobtained or such requirement of Law satisfied (as applicable) (such Purchased Assets, the “Nonassignable Assets”). Both parties shall as promptly as practicable use their respective reasonable best efforts to obtain any Consent that may be required and satisfy any requirement of Law necessary to the assignment or transfer of a Nonassignable Asset to the Buyer or its designees; provided that neither Buyer nor Seller shall be obligated to make any payments to any such Third Parties in order to obtain any such Consent. (b) If the transfer or assignment of any Purchased Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any authorization, then the Seller shall, and shall cause its Affiliates applicable member of the Seller Group to, thereafter, directly or indirectly, hold such Purchased Asset for the use its Reasonable Efforts and benefit of the Buyer, insofar as reasonably possible. In addition, to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted not prohibited by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at such other actions as may be reasonably requested by the Buyer in order to place the Buyer’s expense , insofar as possible, in the same position as if such actions in its name or otherwise Purchased Asset had been transferred as Buyer may reasonably request contemplated hereby and so as to provide Buyer with that all the benefits and burdens relating to such Purchased Asset, including possession, use, risk of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assetsloss, potential for gain, and Seller or the applicable Affiliate of Seller shall promptly pay dominion, control and command over such Purchased Asset, are to Buyer all money or other consideration received by it inure from and after the Closing Date in respect of all Nonassignable Assetsto the Buyer. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to To the extent permitted by applicable Law and to the extent otherwise permissible in light of any required authorization, the Buyer shall be entitled to, and shall be responsible for, the management of any Purchased Assets not yet transferred to it as a result of this Section 2.5 and the parties hereto agree to use reasonable best efforts to cooperate and coordinate with respect thereto. (c) If and when the Consents, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.5 are obtained, the transfer of the applicable Purchased Asset to the Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the Nonassignable Assetsapplicable Ancillary Documents. (d) The parties hereto further agree that, at Buyer’s expense, to perform assuming as set forth in Section 2.5(b) that all of the obligations and receive or substantially all of the benefits and burdens relating to the Purchased Assets inure to the Buyer, (i) any Nonassignable Asset referred to in this Section 2.5(d) shall be treated for all income Tax purposes as assets of the Buyer and (ii) neither the Buyer nor the Seller shall take, and the Buyer and the Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest). (e) The Seller shall promptly pay over to the Buyer all payments received by the Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name any member of the applicable Affiliate Seller Group in respect of all Nonassignable Assets, and the Seller or one or more of the Seller Group shall pay, perform or discharge, when due, any and on such Affiliate’s behalf with all Liabilities arising thereunder or otherwise arising in respect theretothereof.