Common use of Nonassignable Contracts and Rights Clause in Contracts

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a violation of any Law or Order or would in any other way adversely affect the rights of Seller (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, to the extent possible, (a) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Seller, and Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller and Shareholders shall use their best efforts to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assets, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders shall make or complete such transfers as soon as reasonably possible and cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities under such Contracts, properties, rights or assets, to the extent such Liabilities constitute Assumed Liabilities. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then the second sentence in this Section 2.3 shall continue to govern the parties to this Agreement with respect to such Beneficial Rights.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Sellers shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person another party or Government Entity would be ineffective or would constitute a breach of contract Contract or a violation of any Law or Order or would in any other way materially adversely affect the rights of Seller Sellers (or Buyer as transferee or assignee), ) and such consent or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, (a) the beneficial interest in or to such Contracts, properties, rights or other assets (collectively, the “Beneficial Rights”) shall in any event pass at as of the Closing Date to Buyer under this Agreement; and (b) pending such consent or approval, and so long as Sellers transfer and turn over all Beneficial Rights with respect to each such Contract, Buyer shall assume or discharge the obligations Liabilities of Seller Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for SellerSellers, and Seller Sellers shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller Buyer and Shareholders Sellers shall use their best commercially reasonable efforts (provided that no party shall be required to expend any money (other than reasonable attorney’s fees), incur any liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party), to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or other assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assetsRights, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders shall Sellers will make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, Beneficial Rights including enforcement at the cost and for the account of Buyer of any and all rights of Seller Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities Liability arising under such Contracts, properties, rights or other assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If and To the extent any Contract may not be transferred or assigned to Buyer by reason of the absence of any such consent, then, notwithstanding anything in this Agreement to the extent an arrangement acceptable to contrary, Buyer with respect to certain Beneficial Rights canshall not be made, then required to assume any Assumed Liabilities arising under such Contract other than as expressly set forth in clause (b) of the second sentence in of this Section 2.3 shall continue to govern the parties to this Agreement with respect to such Beneficial Rights1.5.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no ContractsBusiness Agreements, Business Permits, properties, rights or other assets of the Seller Sellers shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person person or entity would be ineffective or would constitute a breach of contract or a violation of any Law Governmental Rule or Governmental Order or would in any other way adversely affect the rights of Seller the Sellers (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, to the extent possible, (a) the beneficial interest in or to such ContractsBusiness Agreements, Business Permits, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller the Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Sellerthe Sellers, and Seller the Sellers shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller and Shareholders If requested by Buyer, each of the Sellers shall use their its best efforts to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the ContractsBusiness Agreements, Business Permits, properties, rights or assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such ContractsBusiness Agreements, Business Permits, properties, rights or assets, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders The Sellers shall make or complete such transfers as soon as reasonably possible and cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such ContractsBusiness Agreements, Business Permits, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller the Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities Liability under such ContractsBusiness Agreements, Business Permits, properties, rights or assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If and to the extent an arrangement reasonably acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then Buyer, upon written notice to the second sentence in this Section 2.3 Sellers Representative, shall continue to govern the parties to this Agreement have no obligation with respect to any such Beneficial RightsBusiness Agreement, Business Permit, property, right or other asset, and such Business Agreement, Business Permit, property, right or other asset shall not be deemed to be a Purchased Asset and the related Liability shall not be deemed an Assumed Liability.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Institute shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person another party or a governmental entity would be ineffective or would constitute a breach of contract or a violation of any Law or Order (as hereinafter defined) or would in any other way adversely affect the rights of Seller Institute (or Buyer as transferee or assignee), and such consent or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, (ai) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “"Beneficial Rights”") shall in any event pass at as of the Closing to Buyer under this Agreement; and (bii) pending such consent or approval, Buyer shall assume or discharge the obligations of Seller Institute under such Beneficial Rights (to the extent such obligations are Assumed Liabilities, as hereinafter defined) as agent for SellerInstitute, and Seller Institute shall act as Buyer’s 's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller Buyer and Shareholders Institute shall use all reasonable efforts (and bear their best efforts respective costs of such efforts) to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any material change in any of the material terms or conditions of such Contracts, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders shall Institute will make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, assets including enforcement at the cost and for the account of Buyer of any and all rights of Seller Institute against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities liability or obligation under such Contracts, properties, rights or assets, to the extent such Liabilities constitute liability or obligation constitutes an Assumed LiabilitiesLiability. Notwithstanding anything in this Section 1.4 to the contrary, it is the responsibility of Institute to obtain any necessary consents to assignment. Institute will indemnify, defend and hold Buyer harmless, in accordance with and subject to the provisions of Article 7, in respect of any loss, damage, cost or expense (including without limitation attorneys' fees but excluding consequential damages) suffered or incurred by Buyer as a result of any breach or violation effectuated by the attempted sale, transfer of assignment of any properties, rights or assets without the necessary consent or approval. If and to the extent that an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then the second sentence in this Buyer, upon notice of Institute, shall have no obligation pursuant to Section 2.3 shall continue to govern the parties to this Agreement 2.1 or otherwise with respect to any such Beneficial RightsContract, property, right or other asset and any such Contract, property, right or other asset shall not be deemed to be a Purchased Asset, and the related Liability shall not be deemed an Assumed Liability, hereunder.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person another party or a governmental entity would be ineffective or would constitute a breach of contract or a violation of any Law or Order (as hereinafter defined) or would in any other way adversely affect the rights of Seller Company (or Buyer as transferee or assignee), and such consent or approval is not obtained at or (which the parties hereto understand will generally not occur prior to the ClosingClosing Date). In such case, to the extent possible, (ai) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at as of the Closing to Buyer under this Agreement; and (bii) pending such consent or approval, Buyer shall assume or discharge the obligations of Seller Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities, as hereinafter defined) as agent for SellerCompany, and Seller Company shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller Buyer and Shareholders Company shall use their best all reasonable efforts to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any material change in any of the material terms or conditions of such Contracts, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. Buyer and Company shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order use all reasonable efforts to obtain and secure such consents and approvals. Seller and Shareholders shall make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, assets including enforcement at the cost and for the account of Buyer of any and all rights of Seller Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities liability or obligation under such Contracts, properties, rights or assets, to the extent such Liabilities constitute liability or obligation constitutes an Assumed LiabilitiesLiability. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then the second sentence Notwithstanding anything in this Section 2.3 1.3 to the contrary, Company shall continue use its best efforts to govern obtain any necessary consents to assignment but Company does not hereby represent or warrant that the parties consent or approval of another party or a governmental entity as described in this Section 1.3 will be obtained. Company will indemnify, defend and hold Buyer harmless, in accordance with and subject to this Agreement with the provisions of Article 9, in respect to such Beneficial Rightsof any loss, damage, cost or expense (including without limitation attorneys’fees but excluding consequential damages) suffered or incurred by Buyer as a result of any breach or violation effectuated by the attempted sale, transfer of assignment of any properties, rights or assets without the necessary consent or approval.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller any Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person person or entity would be ineffective or would constitute a breach of contract or a violation of any Law or Order or would in any other way adversely affect the rights of Seller such Company (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, to the extent possible, (a) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller such Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Sellersuch Company, and Seller such Company shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller and Shareholders The Companies shall use their best respective commercially reasonable efforts (and bear their respective costs of such efforts) to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assets, including their formal assignment or novation, if advisable. Buyer , provided, however, in no event shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request the Companies be required to pay a consent fee in order to obtain and secure effectuate such consents and approvalssale, transfer or assignment. Seller and Shareholders The Companies shall make or complete such transfers as soon as reasonably possible and cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller the applicable Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities Liability under such Contracts, properties, rights or assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then Buyer, upon written notice to the second sentence Appointed Agent, shall have no obligation under Section 2.3 or otherwise with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be a Purchased Asset and the related Liability shall not be deemed an Assumed Liability. Notwithstanding anything to the contrary in this Section 2.3 2.5, the Companies shall continue be solely responsible for obtaining, and shall obtain, all necessary consents to govern assignment on or prior to the parties Closing Date, and Buyer shall have no obligation to expend any money, incur any Liability, commence any Litigation or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the consents and approvals described in this Agreement with respect to such Beneficial RightsSection 2.5.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract Contract or a violation of any Law or Order or would in any other way adversely affect the rights of Seller the Company (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, to the extent possible, : (a) the beneficial interest in or to such Assumed Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller the Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Sellerthe Company, and Seller the Company shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller and Shareholders The Company shall use their its best efforts (and bear its costs of such efforts, including, without limitation, any processing or assignment fees) to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Assumed Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Assumed Contracts, properties, rights or assets, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders The Company shall make or complete such transfers as soon as reasonably possible and shall cooperate with Buyer in any other reasonable arrangement requested by Buyer designed to provide for Buyer the benefits of such Assumed Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller the Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities Liability under such Contracts, properties, rights or assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then Buyer, upon written notice to the second sentence Company shall have no obligation under Section 1.4 or otherwise with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be a Purchased Asset or an Assumed Contract and the related Liability shall not be deemed an Assumed Liability. Notwithstanding anything to the contrary in this Agreement, the Company shall be solely responsible to use reasonable best efforts to obtain all necessary consents to assignment on or prior to the Closing Date and shall be solely responsible for all Liability incurred by the Company, any of the Shareholders or Buyer arising out of the Company’s failure to obtain such consents prior to the Closing, and Buyer shall have no obligation to expend any money, incur any Liability, commence any Litigation or offer or grant any accommodation (financial or otherwise) to any Person in connection with the consents and approvals described in this Section 2.3 shall continue to govern the parties to this Agreement with respect to such Beneficial Rights1.6.

Nonassignable Contracts and Rights. (a) Notwithstanding anything to the contrary in this Agreement, no Contractscontracts, properties, rights or other assets of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person another party or Governmental Entity would be ineffective or would constitute a breach of contract or a violation of any Law or Order or would in any other way materially adversely affect the rights of Seller the Company (or Buyer as transferee or assignee), ) and such consent or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, (a) the beneficial interest in or to such Contractscontracts, properties, rights or assets other assets, to the extent the same would otherwise constitute Purchased Assets (collectively, the “Beneficial Rights”) ), shall in any event pass at as of the Closing Date to Buyer under this Agreement; , and (b) pending such consent or approval, Buyer shall assume and discharge the obligations liabilities of Seller The KMA Group under such Beneficial Rights (Rights, to the extent such obligations are would otherwise constitute Assumed Liabilities) , as agent for Sellerthe Company, and Seller The KMA Group shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Seller and Shareholders shall use their respective best efforts (and bear their respective costs of such efforts) to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, sale or transfer or assignment of the Contractscontracts, properties, rights or other assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assets, including their formal assignment or novation, if advisableRights. Buyer shall reimburse and Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders shall make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer with the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, Beneficial Rights and to provide for the Buyer’s discharge of any Liabilities liability arising under such Contractsthe contracts, properties, rights or assets, other assets underlying the Beneficial Rights to the extent such Liabilities liability would otherwise constitute an Assumed Liabilities. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then the second sentence in this Section 2.3 shall continue to govern the parties to this Agreement with respect to such Beneficial RightsLiability.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a violation of any Law or Order or would in any other way adversely affect the rights of Seller Company (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, to the extent possible, (a) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for SellerCompany, and Seller Company shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights; provided, that the collection of any accounts receivable associated with such Beneficial Rights shall be handled exclusively by Buyer’s collection staff in connection with Buyer’s normal collection processes as in effect from time to time, and neither Company nor Shareholders shall have any Liability for Buyer’s inability to collect any such accounts receivable. Seller Company and Shareholders shall use their best efforts (and bear their respective costs of such efforts) to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assets, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller Company and Shareholders shall make or complete such transfers as soon as reasonably possible and shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities Liability under such Contracts, properties, rights or assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then Buyer, upon written notice to Company, shall have no obligation under Section 2.3 or otherwise with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be a Purchased Asset and the second sentence related Liability shall not be deemed an Assumed Liability. Notwithstanding anything to the contrary in this Section 2.3 2.5, Company and Shareholders shall continue be solely responsible for obtaining, and shall obtain, all necessary consents to govern assignment on or prior to the parties Closing Date, and Buyer shall have no obligation to expend any money, incur any Liability, commence any Litigation or offer or grant any accommodation (financial or otherwise) to any Person in connection with the consents and approvals described in this Agreement with respect to such Beneficial RightsSection 2.5.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract Contract or a violation of any Law or Order or would in any other way adversely affect the rights of Seller the Company (or Buyer as transferee or assignee)) or the Business, and such consent or approval is not obtained at or prior to the Closing. In such case, to the extent possible, : (a) the beneficial interest in or in, to and under such Assumed Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller the Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Sellerthe Company, and Seller the Company shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller The Company and the Shareholders shall use their best commercially reasonable efforts (and bear their respective costs of such efforts, including, without limitation, any processing or assignment fees) to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Assumed Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Assumed Contracts, properties, rights or assets, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller The Company and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and the Shareholders shall make or complete such transfers as soon as reasonably possible and shall cooperate with Buyer in any other reasonable arrangement requested by Buyer designed to provide for Buyer the benefits of such Assumed Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller the Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities Liability under such Contracts, properties, rights or assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then Buyer, upon written notice to the second sentence Company shall have no obligation under Section 1.4 or otherwise with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be a Purchased Asset or an Assumed Contract, and the related Liability shall not be deemed an Assumed Liability. Notwithstanding anything to the contrary in this Agreement, the Company and the Shareholders shall be solely responsible for obtaining, and shall obtain, all necessary consents to assignment on or prior to the Closing Date and shall be solely responsible for all Liability incurred by the Company, any of the Shareholders or Buyer arising out of their failure to obtain such consents prior to the Closing, and Buyer shall have no obligation to expend any money, incur any Liability, commence any Litigation or offer or grant any accommodation (financial or otherwise) to any Person in connection with the consents and approvals described in this Section 2.3 shall continue to govern the parties to this Agreement with respect to such Beneficial Rights1.6.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no ContractsBusiness Agreements, Business Permits, properties, rights or other assets of the Seller Subsidiaries shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person person or entity would be ineffective or would constitute a breach of contract or a violation of any Law Governmental Rule or Governmental Order or would in any other way adversely affect the rights of Seller the Subsidiaries (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, to the extent possible, (a) the beneficial interest in or to such ContractsBusiness Agreements, Business Permits, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller the Subsidiaries under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Sellerthe Subsidiaries, and Seller the Subsidiaries shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller and Shareholders If requested by Buyer, the Subsidiaries shall use their best efforts to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the ContractsBusiness Agreements, Business Permits, properties, rights or assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such ContractsBusiness Agreements, Business Permits, properties, rights or assets, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders The Subsidiaries shall make or complete such transfers as soon as reasonably possible and cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such ContractsBusiness Agreements, Business Permits, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller the Subsidiaries against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities Liability under such ContractsBusiness Agreements, Business Permits, properties, rights or assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If and to the extent an arrangement reasonably acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then Buyer, upon written notice to the second sentence in this Section 2.3 Sellers Representative, shall continue to govern the parties to this Agreement have no obligation with respect to any such Beneficial RightsBusiness Agreement, Business Permit, property, right or other asset, and such Business Agreement, Business Permit, property, right or other asset shall not be deemed to be a Purchased Asset and the related Liability shall not be deemed an Assumed Liability.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person another party or a governmental entity would be ineffective or would constitute a breach of contract or a violation of any Law or Order (as hereinafter defined) or would in any other way adversely affect the rights of Seller Company (or Buyer as transferee or assignee), and such consent or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, (ai) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “"Beneficial Rights”") shall in any event pass at as of the Closing to Buyer under this Agreement; and (bii) pending such consent or approval, Buyer shall assume or discharge the obligations of Seller Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for SellerCompany, and Seller Company shall act as Buyer’s 's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller Buyer and Shareholders Company shall use all reasonable efforts (and bear their best efforts respective costs of such efforts) to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any material change in any of the material terms or conditions of such Contracts, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders shall Company will make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, assets including enforcement at the cost and for the account of Buyer of any and all rights of Seller Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities liability or obligation under such Contracts, properties, rights or assets, to the extent such Liabilities constitute liability or obligation constitutes an Assumed LiabilitiesLiability. Notwithstanding anything in this Section 1.3 to the contrary, it is the responsibility of Company to obtain any necessary consents to assignment. Company will indemnify, defend and hold Buyer harmless, in accordance with and subject to the provisions of Article 9, in respect of any loss, damage, cost or expense (including without limitation attorneys' fees but excluding consequential damages) suffered or incurred by Buyer as a result of any breach or violation effectuated by the attempted sale, transfer of assignment of any properties, rights or assets without the necessary consent or approval. If and to the extent that an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then the second sentence in this Buyer, upon notice of Company, shall have no obligation pursuant to Section 2.3 shall continue to govern the parties to this Agreement 2.1 or otherwise with respect to any such Beneficial RightsContract, property, right or other asset and any such Contract, property, right or other asset shall not be deemed to be a Purchased Asset, and the related Liability shall not be deemed an Assumed Liability, hereunder.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Sellers shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person another party or governmental entity would be ineffective or would constitute a breach of contract Contract or a violation of any Law law or Order regulation or would in any other way materially and adversely affect the rights of Seller the Sellers (or Buyer as transferee or assignee), ) and such consent or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, (ai) the beneficial interest in or to such Contracts, properties, rights or other assets (collectively, the “Beneficial Rights”"BENEFICIAL RIGHTS") shall in any event pass at as of the Closing Date to Buyer under this Agreement; and (bii) pending such consent or approval, Buyer shall assume or discharge the obligations Liabilities of Seller the Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Sellerthe Sellers, and Seller the Sellers shall act as Buyer’s 's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller Buyer and Shareholders the Sellers shall use their reasonable best efforts (and bear their respective costs of such efforts) without payment of any material penalty, fee or any other amounts to any third parties, subject to SECTION 9.2, to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or other assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assetsRights, including without limitation their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders shall the Sellers will make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, Beneficial Rights including enforcement at the cost and for the account of Buyer of any and all rights of Seller the Sellers, or either one of them, against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge by Buyer and Parents, jointly and severally, of any Liabilities Liability under such Contracts, properties, rights or other assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If With respect to any Contracts, properties, rights or other assets referred to above that are not assigned to Buyer because of the failure to obtain a required consent ("NONTRANSFERRED ASSETS"), Buyer and Parents, jointly and severally, shall indemnify, defend and hold harmless the Sellers from and against any Liability that the Sellers may have in connection with such Nontransferred Assets as a result of the transactions contemplated by this Agreement, except to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then of the second sentence in this Section 2.3 shall continue to govern the parties to this Agreement with respect to such Beneficial RightsSellers' gross negligence or willful malfeasance.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a violation of any Law or Order or would in any other way adversely affect the rights of Seller Company (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, to the extent possible, (a) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller Company under such Beneficial Rights (to the extent such obligations are would be Assumed LiabilitiesLiabilities if the Contracts had been assigned to Buyer) as agent for SellerCompany, and Seller Company shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller Company and Shareholders Members shall use all commercially reasonable efforts (and bear their best efforts respective costs of such efforts) for a period of one hundred eighty (180) days following Closing to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assets, including their formal assignment or novation, if advisable. Buyer , provided, however, neither Company nor Members shall reimburse Seller and Shareholders for have any out-of-pocket costs they obligation to expend any money, incur at Buyer’s request any Liability, commence any Litigation or offer or grant any accommodation (financial or otherwise) to any Person in order to obtain and secure such connection with the consents and approvalsapprovals described in this Section 2.5. Seller Company and Shareholders Members shall make or complete such transfers as soon as reasonably possible and shall cooperate with Buyer in any other reasonable arrangement requested by Buyer designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge by Buyer of any Liabilities Liability under such Contracts, properties, rights or assets, to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be mademade within one hundred eighty (180) days after Closing, then Buyer, from and after the second sentence date of written notice to Company (a “Cancellation of Beneficial Rights Notice”), shall have no Beneficial Rights in and to, or any obligation under, Section 2.3 or otherwise with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be a Purchased Asset and the related Liability shall not be deemed an Assumed Liability. Company and the Members agree that Schedule 4.4 contains all of the Assumed Contracts that by their terms require the consent of, or notice to, a third party in connection with the consummation of the transactions contemplated by this Agreement for which Company has not obtained such consent or notice, as applicable, from such third parties prior to the Closing. Notwithstanding anything to the contrary in this Section 2.3 2.5, if Company and Members are unable to obtain consents from, or do not provide a required notice to: (i) all of the third parties identified on Schedule 8.2(l); or (ii) any third parties which have Contracts with Company that are required to be disclosed on Schedule 4.4 that are not so disclosed in violation of this Agreement, Company and Members shall continue be solely responsible for all Liability incurred by Company, Members or Buyer arising out of the failure to govern obtain such consents, or provide such a notice, prior to the parties Closing, and Buyer shall have no obligation to expend any money, incur any Liability, commence any Litigation or offer or grant any accommodation (financial or otherwise) to any Person in connection with the consents and notices described in this Agreement with respect to such Beneficial RightsSection 2.5.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary contained in this Agreement, no Contracts, properties, rights Assumed Contracts or other assets of the Seller Purchased Products and Related Assets shall be deemed sold, transferred or assigned to Buyer either Purchaser pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer such Purchaser without the consent consent, novation or approval of any other another Person or Governmental Authority would be ineffective or would constitute a breach of contract an Assumed Contract or a violation of any Law or Order or would in any other way materially adversely affect the rights of Seller Sellers (or Buyer either Purchaser as transferee or assignee), ) and such consent consent, novation or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, not expressly prohibited by the applicable Assumed Contract: (a) the beneficial interest in or to such Contracts, properties, rights Assumed Contracts or assets other Purchased Products and Related Assets (collectively, the “Beneficial Rights”) shall in any event pass at as of the Closing Date to Buyer the applicable Purchaser under this Agreement; and (b) pending such consent consent, novation or approval, Buyer and so long as the applicable Seller transfers and turns over all Beneficial Rights with respect to each such Assumed Contract, the applicable Purchaser shall assume or discharge the obligations Liabilities of such Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for such Seller, and such Seller shall (and the Members of such Seller shall take all applicable steps to cause such Seller to) act as Buyersuch Purchaser’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Each Seller shall, and Shareholders the Members of each such Seller shall take all applicable steps to cause Sellers to, use their best its commercially reasonable efforts (all at Sellers’ cost and expense) to obtain and secure any and all consents consents, novations and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights Assumed Contracts or assets other Purchased Products and Related Assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assetsRights, including their formal assignment or novation, if advisableadvisable or required. Buyer shall reimburse Seller The applicable Purchaser and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders shall Sellers will make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assetsapplicable Purchaser the Beneficial Rights, including enforcement at the cost and for the account of Buyer the applicable Purchaser of any and all rights of Seller Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge by the applicable Purchaser of any Liabilities Liability arising under such Contracts, properties, rights Assumed Contracts or assets, other Purchased Products and Related Assets to the extent such Liabilities constitute Liability constitutes an Assumed LiabilitiesLiability. If With respect to any Assumed Contracts or other Purchased Products and Related Assets referred to above that contain a prohibition on assignment, or the assignment of which is otherwise prohibited by Law, and that are not assigned to either Purchaser because of the failure to obtain a required consent, assignment or novation (“Nontransferred Assets”), Sellers shall (and Members shall take all applicable steps to cause Sellers to) defend and hold harmless Purchasers from and against any Liability that Purchasers may have to a third-party to the extent an arrangement acceptable arising under such Nontransferred Assets as a result of the transactions contemplated by this Agreement. To the extent any Assumed Contract may not be transferred or assigned to Buyer with respect either Purchaser by reason of any such prohibition and the absence of any such consent, novation or approval, then, notwithstanding anything in this Agreement to certain the contrary, neither Purchaser shall be required to assume, satisfy or discharge any Assumed Liabilities arising under such Assumed Contract, except to the extent relating to any Beneficial Rights cannot be made, then the second sentence in this Section 2.3 shall continue transferred to govern the parties to this Agreement with respect to such Beneficial RightsPurchasers.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights Assumed Contracts or other assets Purchased Assets of the Seller Sellers shall be deemed sold, transferred or assigned to Buyer the Purchaser pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer the Purchaser without the consent or approval of any other another Person or Governmental Authority would be ineffective or would constitute a breach of contract an Assumed Contract or a violation of any Law or Order or would in any other way materially adversely affect the rights of any Seller (or Buyer the Purchaser as transferee or assignee), assignee thereof) and such consent or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, not inconsistent with the applicable Assumed Contract: (a) the beneficial interest in or to such Contracts, properties, rights Assumed Contracts or assets other Purchased Assets (collectively, the “Beneficial Rights”) shall in any event pass at as of the Closing Date to Buyer the Purchaser under this Agreement; and (b) pending such consent or approval, Buyer and so long as the Sellers transfer and turn over all Beneficial Rights with respect to each such Assumed Contract or Purchased Asset, the Purchaser shall assume or discharge the obligations liabilities of Seller the Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Sellerthe Sellers, and Seller the Sellers shall act as Buyerthe Purchaser’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller and Shareholders The Sellers shall use their best commercially reasonable efforts (all at the Sellers’ cost and expense), to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights Assumed Contracts or assets other Purchased Assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assetsRights, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller The Purchaser and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders shall the Sellers will make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, Purchaser the Beneficial Rights including enforcement at the cost and for the account of Buyer the Purchaser of any and all rights of Seller the Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities liability arising under such Contracts, properties, rights Assumed Contracts or assetsother Purchased Assets, to the extent such Liabilities constitute liability constitutes an Assumed LiabilitiesLiability. If With respect to any Assumed Contracts or other Purchased Assets referred to above that contain a prohibition on assignment and that are not assigned to the Purchaser because of the failure to obtain a Required Consent (“Nontransferred Assets”), the Sellers shall defend and hold harmless the Purchaser from and against any liability that the Purchaser may have in connection with such Nontransferred Assets as a result of the transactions contemplated by this Agreement. To the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights canany Assumed Contract may not be madetransferred or assigned to the Purchaser by reason of the absence of any such consent, then the second sentence then, notwithstanding anything in this Section 2.3 Agreement to the contrary unless and until such consent is obtained and such transfer effected, the Purchaser shall continue not be required to govern the parties to this Agreement with respect to assume any Assumed Liabilities arising under such Beneficial RightsAssumed Contract.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of the Seller Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person another party or governmental entity would be ineffective or would constitute a breach of contract the terms thereof or a violation of any Law law or Order regulation or would in any other way adversely affect the rights of Seller Company (or Buyer as transferee or assignee), ) thereunder and such consent or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, (ai) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “"Beneficial Rights”") shall in any event pass at as of the Closing Date to Buyer under this Agreement; and (bii) pending such consent or approval, Buyer shall assume or discharge the obligations of Seller Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for SellerCompany, and Seller Company shall act as Buyer’s 's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Seller Buyer and Shareholders Company shall use all commercially reasonable efforts (and bear their best efforts respective costs of such efforts) without payment of any material penalty, fee or any other amounts to any third parties, subject to Section 14.9, to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without any material change in any of the material terms or conditions of such Contracts, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. After the Closing, Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order Company will continue to use their commercially reasonable efforts to obtain and secure any such consents and or approvals. Seller Buyer and Shareholders shall Company will make or complete such transfers as soon as reasonably possible and cooperate with Buyer each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, assets including enforcement at the cost and for the account of Buyer of any and all rights of Seller Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities liability or obligation under such Contracts, properties, rights or assets, to the extent such Liabilities constitute Assumed Liabilities. If and to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then the second sentence in this Section 2.3 shall continue to govern the parties to this Agreement with respect to such Beneficial Rights.liability or obligation constitutes an

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller that would otherwise constitute Purchased Assets or Assumed Liabilities shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person another party or Governmental Authority would be ineffective or would constitute a breach of contract or a violation of any Law or Order or would in any other way adversely affect the rights of Seller (or Buyer as transferee or assignee), assignee and such consent or approval is not obtained at on or prior to the ClosingClosing Date. In such case, to the extent possible, (a) the beneficial interest in or to such Contracts, properties, rights or other assets (collectively, the “Beneficial Rights”) shall in any event pass at as of the Closing Date to Buyer under this Agreement; Agreement and (b) pending such consent or approval, Buyer shall assume or discharge the obligations Liabilities of Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Seller, and Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Seller and Shareholders shall use their reasonable best efforts efforts, to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or other assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Contracts, properties, rights or assetsRights, including their formal assignment or novation, if advisable. Buyer shall reimburse Seller and Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain and secure such consents and approvals. Seller and Shareholders The Parties shall make or complete such transfers as soon as reasonably possible and cooperate with Buyer one another in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, Beneficial Rights including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liabilities liability arising under such Contracts, properties, rights or other assets, to the extent such Liabilities constitute liability constitutes an Assumed LiabilitiesLiability. If and Notwithstanding anything to the extent an arrangement acceptable to Buyer with respect to certain Beneficial Rights cannot be made, then the second sentence contrary in this Section 2.3 2.05, this Section 2.05 shall continue not relieve Seller of the obligation to govern obtain the parties Material Consents pursuant to this Agreement with respect to such Beneficial RightsSection 6.02.