Common use of Nonassignable Contracts and Rights Clause in Contracts

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of 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 another party or governmental entity would be ineffective or would constitute a breach of the terms thereof or a violation of any law or regulation or would in any other way adversely affect the rights of Company (or Buyer as transferee or assignee) thereunder and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the "Beneficial Rights") shall in any event pass as of the Closing Date to Buyer under this Agreement; and (ii) pending such consent or approval, Buyer shall assume or discharge the obligations of Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Company, and Company shall act as Buyer's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company shall use all commercially reasonable 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 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 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 and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will make or complete such transfers as soon as reasonably possible and cooperate with each other 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 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 liability or obligation under such Contracts, properties, rights or assets, to the extent such liability or obligation constitutes an

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of 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 another party or a governmental entity would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law or regulation Law (as hereinafter defined) or would in any other way adversely affect the rights of Company (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the "Beneficial Rights") shall in any event pass as of the Closing Date to Buyer under this Agreement; and (ii) pending such consent or approval, Buyer shall assume or discharge the obligations of Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Company, and Company shall act as Buyer's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company shall use all commercially reasonable 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 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 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 and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will make or complete such transfers as soon as reasonably possible and cooperate with each other 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 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 liability or obligation under such Contracts, properties, rights or assets, to the extent such liability or obligation constitutes anan Assumed Liability. 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 Beneficial Rights cannot be made, Buyer, upon notice of Company, shall have no obligation pursuant to Section 2.1 or otherwise with respect to any such Contract, 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, Personal Property Leases, Licenses, properties, rights or other assets of Company 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 another party or governmental entity any other Person would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law Law or regulation Order or would in any other way adversely affect the rights of Company Seller (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on at or prior to the Closing DateClosing. In such case, to the extent possible, (ia) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of at the Closing Date to Buyer under this Agreement; and (iib) pending such consent or approval, Buyer shall assume or discharge the obligations of Company Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for CompanySeller, and Company Seller shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer Seller and Company Shareholders shall use all commercially reasonable their 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 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 material any 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 Company will continue to use their commercially reasonable efforts Shareholders for any out-of-pocket costs they incur at Buyer’s request in order to obtain any and secure such consents or and approvals. Buyer Seller and Company will Shareholders shall make or complete such transfers as soon as reasonably possible and cooperate with each other Buyer 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 Company 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 liability or obligation Liabilities under such Contracts, properties, rights or assets, to the extent such liability or obligation constitutes anLiabilities 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 extent that the assignment by Seller of any contract, property, right or asset to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of 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 shall require the consent or approval of another party any other party, and such consent or governmental entity would be ineffective approval shall not have been obtained on or prior to the time of Closing on the Closing Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach of the terms thereof or a violation of any law or regulation or would in any other way adversely affect the rights of Company Seller (or Buyer Buyer, as transferee or assignee) thereunder and thereunder. If any such consent or approval is required but not obtained on or prior to the time of Closing on the Closing Date. In , Seller and Buyer covenant and agree that in such case, Seller shall continue to deal with the extent possibleother contracting party or parties, (i) with the beneficial interest in benefits and obligations of Seller under such contract, property, right or asset after the Transfer Date accruing to such Contracts, properties, rights or assets (collectively, Buyer; Seller shall hold all moneys received thereunder for the "Beneficial Rights") benefit of Buyer and shall in any event pass as of pay the Closing Date same to Buyer under this Agreementpromptly following receipt; and (ii) pending Seller shall make all payments thereunder when due, provided that prior to or simultaneous with the making of any such consent or approvalpayment, Buyer shall assume or discharge have paid the obligations of Company under such Beneficial Rights (same to Seller; and the extent such obligations are Assumed Liabilities) as agent for Company, and Company shall act as Buyer's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company Parties shall use all commercially reasonable efforts (and bear their respective costs of such efforts) without payment of any material penalty, penalty or 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 same to Buyer without material change in any of the material terms or conditions of such Contracts, properties, rights or assetsthereof, including without limitation their the formal assignment or novationnovation of any of the same, if advisableso required. After the Closing, Seller and Buyer further covenant and Company will continue agree to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for Buyer with the benefits of and the obligations under such Contracts, properties, rights and assets or assets, including without limitation enforcement at the cost and for the account benefit of Buyer of any and all rights of Company Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. Notwithstanding anything in this Section 1.9 to the contrary, it is the responsibility of Seller, at its cost, to obtain the "Required Consents" (as defined in Section 6.10). To the extent Buyer is able to receive the benefits under any contract, property, right or asset pursuant to this Section 1.9, Buyer shall be responsible for, and to provide for shall assume and pay, perform and discharge when due, the discharge of any liability or obligation Assumed Liabilities arising under such Contracts, properties, rights or assets, to the extent such liability or obligation constitutes ancontract.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no ContractsBusiness Agreements, Personal Property Leases, LicensesBusiness Permits, properties, rights or other assets of Company the 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 another party any other person or governmental entity would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law Governmental Rule or regulation Governmental Order or would in any other way adversely affect the rights of Company the Subsidiaries (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on at or prior to the Closing DateClosing. In such case, to the extent possible, (ia) the beneficial interest in or to such ContractsBusiness Agreements, Business Permits, properties, rights or assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of at the Closing Date to Buyer under this Agreement; and (iib) pending such consent or approval, Buyer shall assume or discharge the obligations of Company the Subsidiaries under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Companythe Subsidiaries, and Company the Subsidiaries shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company If requested by Buyer, the Subsidiaries shall use all commercially reasonable their 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 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 ContractsBusiness Agreements, Business Permits, properties, rights or assets underlying the Beneficial Rights to Buyer without material any change in any of the material terms or conditions of such ContractsBusiness Agreements, Business Permits, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. After the Closing, Buyer and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will The Subsidiaries shall make or complete such transfers as soon as reasonably possible and cooperate with each other Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such ContractsBusiness Agreements, Business Permits, properties, rights and assets assets, including enforcement at the cost and for the account of Buyer of any and all rights of Company 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 liability or obligation Liability under such ContractsBusiness Agreements, Business Permits, properties, rights or assets, to the extent such liability Liability constitutes an Assumed Liability. If and to the extent an arrangement reasonably acceptable to Buyer with respect to Beneficial Rights cannot be made, then Buyer, upon written notice to the Sellers Representative, shall have no obligation with respect to any such Business Agreement, Business Permit, property, right or obligation constitutes another 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, Personal Property Leases, Licenses, properties, rights or other assets of the 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 another party or governmental entity any other Person would be ineffective or would constitute a breach of the terms thereof Contract or a violation of any law Law or regulation Order or would in any other way adversely affect the rights of the Company (or Buyer as transferee or assignee) thereunder or the Business, and such consent or approval is not obtained on at or prior to the Closing DateClosing. In such case, to the extent possible, : (ia) 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 as of at the Closing Date to Buyer under this Agreement; and (iib) pending such consent or approval, Buyer shall assume or discharge the obligations of the Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for the Company, and the Company shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer The Company and Company the Shareholders shall use all their commercially reasonable efforts (and bear their respective costs of such efforts, including, without limitation, any processing or assignment fees) 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 Assumed Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without material any change in any of the material terms or conditions of such Assumed Contracts, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. After The Company and the Closing, Buyer and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will Shareholders shall make or complete such transfers as soon as reasonably possible and shall cooperate with each other Buyer in any other reasonable arrangement requested by Buyer designed to provide for Buyer the benefits of such Assumed Contracts, properties, rights and assets assets, including enforcement at the cost and for the account of Buyer of any and all rights of 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 liability or obligation Liability under such Contracts, properties, rights or assets, to the extent such liability Liability constitutes an Assumed Liability. If and to the extent an arrangement acceptable to Buyer with respect to Beneficial Rights cannot be made, then Buyer, upon written notice to the 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 constitutes anto 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 1.6.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of Company the 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 another party or governmental entity would be ineffective or would constitute a breach of the terms thereof Contract or a violation of any law or regulation or would in any other way materially and adversely affect the rights of Company the Sellers (or Buyer as transferee or assignee) thereunder and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or other assets (collectively, the "Beneficial RightsBENEFICIAL RIGHTS") shall in any event pass as of the Closing Date to Buyer under this Agreement; and (ii) pending such consent or approval, Buyer shall assume or discharge the obligations Liabilities of Company the Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Companythe Sellers, and Company the Sellers shall act as Buyer's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company the Sellers shall use all commercially 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 14.9SECTION 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 material 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. After the Closing, Buyer and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company the Sellers will make or complete such transfers as soon as reasonably possible and cooperate with 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 Company 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 liability or obligation Liability under such Contracts, properties, rights or other assets, to the extent such liability Liability constitutes an Assumed Liability. With respect to any Contracts, properties, rights or obligation constitutes another 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 of the Sellers' gross negligence or willful malfeasance.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of 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 another party or governmental entity any other Person would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law Law or regulation Order or would in any other way adversely affect the rights of Company (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on at or prior to the Closing DateClosing. In such case, to the extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of at the Closing Date to Buyer under this Agreement; and (iib) pending such consent or approval, Buyer shall assume or discharge the obligations of Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Company, and Company shall act as Buyer's ’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. Buyer Company and Company Shareholders shall use all commercially reasonable their 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 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 material any 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 Company and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will Shareholders shall make or complete such transfers as soon as reasonably possible and shall cooperate with each other Buyer 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 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 liability or obligation Liability under such Contracts, properties, rights or assets, to the extent such liability Liability constitutes an Assumed Liability. If and to the extent an arrangement acceptable to Buyer with respect to 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 related Liability shall not be deemed an Assumed Liability. Notwithstanding anything to the contrary in this Section 2.5, Company and Shareholders shall be solely responsible for obtaining, and shall obtain, all necessary consents to assignment on or prior to the Closing Date, and Buyer shall have no obligation constitutes anto 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 2.5.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights Assumed Contracts or other assets Purchased Assets of Company the 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 another party Person or governmental entity Governmental Authority would be ineffective or would constitute a breach of the terms thereof an Assumed Contract or a violation of any law or regulation Law or would in any other way materially adversely affect the rights of Company any Seller (or Buyer the Purchaser as transferee or assigneeassignee thereof) thereunder and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, not inconsistent with the applicable Assumed Contract: (ia) 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 as of the Closing Date to Buyer the Purchaser under this Agreement; and (iib) 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 Company the Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Companythe Sellers, and Company the Sellers shall act as Buyer's the Purchaser’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company The Sellers shall use all their commercially reasonable efforts (all at the Sellers’ cost 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 14.9expense), 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 material 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. After The Purchaser and the Closing, Buyer and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company Sellers will make or complete such transfers as soon as reasonably possible and cooperate with 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 Company 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 liability or obligation arising under such Contracts, properties, rights Assumed Contracts or assetsother Purchased Assets, to the extent such liability constitutes an Assumed Liability. With respect to any Assumed Contracts or obligation constitutes another 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 any Assumed Contract may not be transferred or assigned to the Purchaser by reason of the absence of any such consent, then, notwithstanding anything in this Agreement to the contrary unless and until such consent is obtained and such transfer effected, the Purchaser shall not be required to assume any Assumed Liabilities arising under such Assumed Contract.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary contained in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights Assumed Contracts or other assets of Company 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 another party Person or governmental entity Governmental Authority would be ineffective or would constitute a breach of the terms thereof an Assumed Contract or a violation of any law or regulation Law or would in any other way materially adversely affect the rights of Company Sellers (or Buyer either Purchaser as transferee or assignee) thereunder and such consent consent, novation or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, not expressly prohibited by the applicable Assumed Contract: (ia) 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 as of the Closing Date to Buyer the applicable Purchaser under this Agreement; and (iib) 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 Company such Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Companysuch Seller, and Company such Seller shall (and the Members of such Seller shall take all applicable steps to cause such Seller to) act as Buyer's such Purchaser’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer Each Seller shall, and Company the Members of each such Seller shall take all applicable steps to cause Sellers to, use all its commercially reasonable efforts (all at Sellers’ cost and bear their respective costs of such effortsexpense) 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 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 material 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 advisableadvisable or required. After the Closing, Buyer The applicable Purchaser and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company Sellers will make or complete such transfers as soon as reasonably possible and cooperate with each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contractsapplicable Purchaser the Beneficial Rights, properties, rights and assets including enforcement at the cost and for the account of Buyer the applicable Purchaser of any and all rights of Company 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 liability or obligation Liability arising under such Contracts, properties, rights Assumed Contracts or assets, other Purchased Products and Related Assets to the extent such liability Liability constitutes an Assumed Liability. With respect to any Assumed Contracts or obligation constitutes another 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 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 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 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 transferred to Purchasers.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of Company 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 another party or governmental entity Governmental Authority would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law or regulation Law or would in any other way adversely affect the rights of Company (or Buyer as transferee or assignee) thereunder assignee and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (ia) the beneficial interest in or to such Contracts, properties, rights or other assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of the Closing Date to Buyer under this Agreement; Agreement and (iib) pending such consent or approval, Buyer shall assume or discharge the obligations Liabilities of Company Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for CompanySeller, and Company Seller shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company Seller shall use all commercially their reasonable efforts (and bear their respective costs of such best 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 other assets underlying the Beneficial Rights to Buyer without material 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. After the Closing, Buyer and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will The Parties shall make or complete such transfers as soon as reasonably possible and cooperate with each other 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 Company 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 liability or obligation arising under such Contracts, properties, rights or other assets, to the extent such liability or constitutes an Assumed Liability. Notwithstanding anything to the contrary in this Section 2.05, this Section 2.05 shall not relieve Seller of the obligation constitutes anto obtain the Material Consents pursuant to Section 6.02.

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 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 another party or governmental entity any other Person would be ineffective or would constitute a breach of the terms thereof Contract or a violation of any law Law or regulation Order or would in any other way adversely affect the rights of the Company (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on at or prior to the Closing DateClosing. In such case, to the extent possible, : (ia) the beneficial interest in or to such Assumed Contracts, properties, rights or assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of at the Closing Date to Buyer under this Agreement; and (iib) pending such consent or approval, Buyer shall assume or discharge the obligations of the Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for the Company, and the Company shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and The Company shall use all commercially reasonable its best efforts (and bear their respective its costs of such efforts, including, without limitation, any processing or assignment fees) 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 Assumed Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without material any change in any of the material terms or conditions of such Assumed Contracts, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. After the Closing, Buyer and The Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will shall make or complete such transfers as soon as reasonably possible and shall cooperate with each other Buyer in any other reasonable arrangement requested by Buyer designed to provide for Buyer the benefits of such Assumed Contracts, properties, rights and assets assets, including enforcement at the cost and for the account of Buyer of any and all rights of 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 liability or obligation Liability under such Contracts, properties, rights or assets, to the extent such liability Liability constitutes an Assumed Liability. If and to the extent an arrangement acceptable to Buyer with respect to Beneficial Rights cannot be made, then Buyer, upon written notice to the 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 constitutes anto 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 1.6.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of Company 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 another party or a governmental entity would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law or regulation Law (as hereinafter defined) or would in any other way adversely affect the rights of Company Institute (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the "Beneficial Rights") shall in any event pass as of the Closing Date to Buyer under this Agreement; and (ii) pending such consent or approval, Buyer shall assume or discharge the obligations of Company Institute under such Beneficial Rights (to the extent such obligations are Assumed Liabilities, as hereinafter defined) as agent for CompanyInstitute, and Company Institute shall act as Buyer's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company Institute shall use all commercially reasonable 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 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 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 and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company Institute will make or complete such transfers as soon as reasonably possible and cooperate with each other 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 Company 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 liability or obligation under such Contracts, properties, rights or assets, to the extent such liability or obligation constitutes anan Assumed Liability. 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 Beneficial Rights cannot be made, Buyer, upon notice of Institute, shall have no obligation pursuant to Section 2.1 or otherwise with respect to any such Contract, 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, Personal Property Leases, Licenses, properties, rights or other assets of Company 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 another party or governmental entity Government Entity would be ineffective or would constitute a breach of the terms thereof Contract or a violation of any law or regulation Law or would in any other way materially adversely affect the rights of Company Sellers (or Buyer as transferee or assignee) thereunder and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (ia) the beneficial interest in or to such Contracts, properties, rights or other assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of the Closing Date to Buyer under this Agreement; and (iib) 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 Company Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for CompanySellers, and Company Sellers shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company Sellers shall use all their commercially reasonable efforts (and bear their respective costs of such effortsprovided 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) without payment of any material penalty, fee or any other amounts to any third parties, subject to Section 14.9party), 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 material 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. After the Closing, Buyer and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company Sellers will make or complete such transfers as soon as reasonably possible and cooperate with 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 Company 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 liability or obligation Liability arising under such Contracts, properties, rights or other assets, to the extent such liability Liability constitutes an Assumed Liability. To the extent any Contract may not be transferred or obligation constitutes anassigned to Buyer by reason of the absence of any such consent, then, notwithstanding anything in this Agreement to the contrary, Buyer shall not be required to assume any Assumed Liabilities arising under such Contract other than as expressly set forth in clause (b) of the second sentence of this Section 1.5.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no ContractsBusiness Agreements, Personal Property Leases, LicensesBusiness Permits, properties, rights or other assets of Company the 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 another party any other person or governmental entity would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law Governmental Rule or regulation Governmental Order or would in any other way adversely affect the rights of Company the Sellers (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on at or prior to the Closing DateClosing. In such case, to the extent possible, (ia) the beneficial interest in or to such ContractsBusiness Agreements, Business Permits, properties, rights or assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of at the Closing Date to Buyer under this Agreement; and (iib) pending such consent or approval, Buyer shall assume or discharge the obligations of Company the Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Companythe Sellers, and Company the Sellers shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company If requested by Buyer, each of the Sellers shall use all commercially reasonable its 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 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 ContractsBusiness Agreements, Business Permits, properties, rights or assets underlying the Beneficial Rights to Buyer without material any change in any of the material terms or conditions of such ContractsBusiness Agreements, Business Permits, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. After the Closing, Buyer and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will The Sellers shall make or complete such transfers as soon as reasonably possible and cooperate with each other Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such ContractsBusiness Agreements, Business Permits, properties, rights and assets assets, including enforcement at the cost and for the account of Buyer of any and all rights of Company 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 liability or obligation Liability under such ContractsBusiness Agreements, Business Permits, properties, rights or assets, to the extent such liability Liability constitutes an Assumed Liability. If and to the extent an arrangement reasonably acceptable to Buyer with respect to Beneficial Rights cannot be made, then Buyer, upon written notice to the Sellers Representative, shall have no obligation with respect to any such Business Agreement, Business Permit, property, right or obligation constitutes another 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. (a) Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licensescontracts, properties, rights or other assets of Company 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 another party or governmental entity Governmental Entity would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law or regulation Law or would in any other way materially adversely affect the rights of the Company (or Buyer as transferee or assignee) thereunder and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (ia) 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 as of the Closing Date to Buyer under this Agreement; , and (iib) pending such consent or approval, Buyer shall assume or and discharge the obligations liabilities of Company The KMA Group under such Beneficial Rights (Rights, to the extent such obligations are would otherwise constitute Assumed Liabilities) , as agent for the Company, and Company The KMA Group shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company Seller shall use all commercially reasonable their respective 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 14.9, to obtain and secure any and 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 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 and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvalsRights. Buyer and Company will Seller shall make or complete such transfers as soon as reasonably possible and cooperate with 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 Company 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 liability or obligation arising under such Contractsthe contracts, properties, rights or assets, other assets underlying the Beneficial Rights to the extent such liability or obligation constitutes anwould otherwise constitute an Assumed Liability.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of 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 another party or a governmental entity would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law or regulation Law (as hereinafter defined) or would in any other way adversely affect the rights of Company (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on or (which the parties hereto understand will generally not occur prior to the Closing Date). In such case, to the extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of the Closing Date to Buyer under this Agreement; and (ii) pending such consent or approval, Buyer shall assume or discharge the obligations of Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities, as hereinafter defined) as agent for Company, and Company shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company shall use all commercially reasonable 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 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 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 and Company will continue to shall use their commercially all reasonable efforts to obtain any such consents or approvals. Buyer and Company will make or complete such transfers as soon as reasonably possible and cooperate with each other 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 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 liability or obligation under such Contracts, properties, rights or assets, to the extent such liability or obligation constitutes anan Assumed Liability. Notwithstanding anything in this Section 1.3 to the contrary, Company shall use its best efforts to obtain any necessary consents to assignment but Company does not hereby represent or warrant that the 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 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.

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of 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 another party or governmental entity any other Person would be ineffective or would constitute a breach of the terms thereof contract or a violation of any law Law or regulation Order or would in any other way adversely affect the rights of Company (or Buyer as transferee or assignee) thereunder ), and such consent or approval is not obtained on at or prior to the Closing DateClosing. In such case, to the extent possible, (ia) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the "“Beneficial Rights"”) shall in any event pass as of at the Closing Date to Buyer under this Agreement; and (iib) pending such consent or approval, Buyer shall assume or discharge the obligations of 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 Company, and Company shall act as Buyer's ’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer Company and Company Members shall use all commercially reasonable efforts (and bear their respective costs of such efforts) without payment for a period of any material penalty, fee or any other amounts to any third parties, subject to Section 14.9, one hundred eighty (180) days following Closing 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 material any 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, provided, however, neither Company nor Members shall have any 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 2.5. After the Closing, Buyer Company and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will Members shall make or complete such transfers as soon as reasonably possible and shall cooperate with each other Buyer in any other reasonable arrangement requested by Buyer 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 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 liability or obligation Liability under such Contracts, properties, rights or assets, to the extent such liability Liability constitutes an Assumed Liability. If and to the extent an arrangement acceptable to Buyer with respect to Beneficial Rights cannot be made within one hundred eighty (180) days after Closing, then Buyer, from and after the date of written notice to Company (a “Cancellation of Beneficial Rights Notice”), shall have no Beneficial Rights in and to, or any obligation constitutes anunder, 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 2.5, 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 be solely responsible for all Liability incurred by Company, Members or Buyer arising out of the failure to obtain such consents, or provide such a notice, 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 notices described in this Section 2.5.