Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI or the Restaurant Subsidiaries would not receive such rights, then (i) International shall use its reasonable best efforts to provide or cause to be provided to UCRI or the appropriate Restaurant Subsidiary, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, and shall pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contractContract, agreement, sales order, purchase order, open bid or other commitment or asset Acquired Assets if an assignment or attempted assignment of the same without the consent of the other party or parties thereto another Person would constitute a breach thereof or in any way impair the rights of either Group Buyer or Seller thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either GroupSeller's or Buyer's rights under any such lease, license agreement, contractContract, agreement, sales order, purchase order, open bid or other commitment or asset Acquired Assets so that UCRI or the Restaurant Subsidiaries Buyer would not receive all such rights, then (ix) International Seller shall use reasonable efforts (it being understood that such efforts shall not include any requirement of Seller or any of its reasonable best efforts Subsidiaries to expend material sums of money or grant any material financial accommodation) to provide or cause to be provided to UCRI or the appropriate Restaurant SubsidiaryBuyer, to the extent permitted by law, the benefits of any such lease, license agreement, contractContract, agreement, sales order, purchase order, open bid or other commitment or asset, Acquired Assets and Seller shall promptly pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary Buyer when received all moneys received by the International Group Seller with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Acquired Assets and (iiy) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary thereof Buyer shall pay, perform and discharge on behalf of the International Group Seller all of the International GroupSeller's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International Seller shall take such other actions as may reasonably be reasonably requested by UCRI Buyer in order to place UCRIBuyer, insofar as reasonably possible, in the same position as if such lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to Buyer. If and when such consents and approvals are obtained, the transfer of the applicable lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset Acquired Assets shall be effected in accordance with the terms of this Agreement. Notwithstanding the foregoing, the provisions of this Section 2.05 shall not relieve Seller of any of its obligations under this Agreement with respect to any breach of any representations, warranties, covenants or agreements contained herein or in any of the Ancillary Agreements, or with respect to any of its indemnification obligations contained herein or therein.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset (each an "Applicable Asset") if an assignment or attempted assignment of the same same, without the consent of the other party or parties thereto thereto, would constitute a breach thereof or in any way impair the rights of either the Company or the Newco Group thereunder. International The Company shall, prior to the Time of Contribution, use its reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company to expend money or offer or grant any financial accommodation) as requested by the Newco Group, and the Newco Group shall cooperate in all reasonable respects with the Company, to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey the Contributed Assets to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1Newco Group. If any such consent is not obtained or if an any attempted assignment would be ineffective or would impair either the Newco Group's rights under with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Applicable Asset so that UCRI or the Restaurant Subsidiaries Newco Group would not receive all such rights, then (ix) International the Company shall use its reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company to expend money or offer or grant any financial accommodation) to provide or cause to be provided to UCRI or the appropriate Restaurant SubsidiaryNewco Group, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, Applicable Asset and the Company shall promptly pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary Newco Group when received all moneys received by the International Group Company with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Applicable Asset and (iiy) in consideration thereof, UCRI or thereof the appropriate Restaurant Subsidiary Newco Group shall pay, perform and discharge on behalf of the International Group Company all of the International GroupCompany's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International the Company shall take such other actions (at Newco's expense) as may reasonably be reasonably requested by UCRI Newco in order to place UCRINewco, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Applicable Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto related thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the UCRI GroupNewco. If and when such consents and approvals proposals are obtained, the transfer of the applicable Applicable Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein Notwithstanding anything to the contrary notwithstandingherein, to the extent that the assignment hereunder by Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the any such Assumed Contract if such consent of the other party is not given or parties thereto if such assignment otherwise would constitute a breach thereof of, or cause a loss of contractual benefits under, any such Assumed Contract. Seller shall advise Buyer in writing at least two (2) business days prior to the Closing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way impair the rights of either Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts limiting Seller’s obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and to resolve all impracticalities delivery of assignments or transfers necessary to convey to UCRI the Assumed Contracts and the Restaurant Subsidiaries the assets discussed in Section 2.1. If Purchased Assets to Buyer hereunder, if any such consent is not obtained or if an attempted such assignment would is not permitted irrespective of consent and if the Closing shall occur, Seller and Buyer shall cooperate with each other following the Closing Date and enter into any reasonable arrangement (which arrangement shall provide that Buyer shall be ineffective or would impair either Group's responsible for the performance of all obligations under such Assumed Contracts) designed to provide Buyer with the rights and benefits (subject to the obligations) under any such leaseAssumed Contract, license agreement, contract, agreement, sales order, purchase order, open bid including enforcement for the benefit of Buyer of any and all rights of Seller against any other party arising out of any breach or other commitment or asset so that UCRI or the Restaurant Subsidiaries would not receive such rights, then (i) International shall use its reasonable best efforts to provide or cause to be provided to UCRI or the appropriate Restaurant Subsidiary, to the extent permitted by law, the benefits cancellation of any such leaseAssumed Contract by such other party and, license agreementif requested by Buyer, contractacting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require. Notwithstanding anything in this Section 2.7 to the contrary, agreement, sales order, purchase order, open bid or other commitment or assetBuyer agrees and acknowledges that Seller does not guarantee the receipt of any consent necessary to assign any Assumed Contract, and shall pay or cause not be liable to be paid Buyer for the failure to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to receive any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreementconsent.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either the Newco Group or the Company Group thereunder. International The Company shall, prior to the Time of Contribution, use its reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company Group to expend money or offer or grant any financial accommodation) as requested by Newco, and Newco shall cooperate in all reasonable respects with the Company, to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI Newco and the Restaurant Operating Subsidiaries the assets discussed in Section 2.1Contributed Assets. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Asset so that UCRI Newco or the Restaurant Operating Subsidiaries would not receive all such rights, then (ix) International the Company shall use its reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company Group to expend money or offer or grant any financial accommodation) to provide or cause to be provided to UCRI Newco or the appropriate Restaurant Operating Subsidiary, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, Asset and the Company shall promptly pay or cause to be paid to UCRI Newco or the appropriate Restaurant Operating Subsidiary when received all moneys received by the International Company Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Asset and (iiy) in consideration thereof, UCRI thereof Newco or the appropriate Restaurant Operating Subsidiary shall pay, perform and discharge on behalf of the International Company Group all of the International Company Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International the Company shall take such other actions (at Newco's expense) as may reasonably be reasonably requested by UCRI Newco in order to place UCRINewco, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the UCRI Newco Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to In the contrary notwithstanding, this Agreement shall case of any Assets constituting Assigned Contracts that are not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid by their terms assignable or other commitment or asset if an assignment or attempted assignment of the same without that require the consent of a third party in connection with the other party transfer or parties thereto would constitute a breach thereof or in any way impair assignment by the rights of either Group thereunder. International shallSeller, prior to the Contribution, Seller shall use its reasonable best efforts Commercially Reasonable Efforts (as hereinafter defined) to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI or the Restaurant Subsidiaries would not receive such rights, then (i) International shall use its reasonable best efforts to provide or cause to be provided obtained in writing prior to UCRI the Closing Date any consents necessary to convey the benefits thereof. To the extent that such necessary consents have not been obtained as of the Closing Date and the Parties proceed with the Closing, each Assigned Contract for which a necessary consent to assign has not been obtained as of the Closing Date (each, a “Non-Assigned Contract”) will not be transferred or assigned as of the appropriate Restaurant SubsidiaryClosing Date and any related obligations shall be considered to be Retained Liabilities. The Seller will use its Commercially Reasonable Efforts to assist the Buyer in such manner as may reasonably be requested by the Buyer for the purpose of obtaining such consents following the Closing Date. Upon receipt of any such consent after the Closing, the Seller shall promptly assign such Non-Assigned Contract to the Buyer and such Non-Assigned Contract shall constitute part of the Assets and the related obligations arising thereafter shall be Assumed Liabilities (other than liabilities related to any failure by the Seller to comply with the terms thereof on or prior to the date of assignment and other than adjustments under such Non-Assigned Contract to the extent permitted by lawrelated to periods prior to the date of assignment). For any period of time after Closing during which any necessary consent or approval is not obtained, the benefits of Seller shall cooperate, at the Seller’s expense, with the Buyer in any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, and shall pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received reasonable arrangement requested by the International Group Buyer and permitted under the terms of such Non-Assigned Contract designed to provide the Buyer with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position benefits under each Non-Assigned Contract as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid consent or other commitment or Asset approval had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Groupobtained. If and when such consents and approvals are obtainedAs used in this Agreement, the transfer term “Commercially Reasonable Efforts” means the efforts, time, and costs that a reasonable Person desirous of the applicable Asset shall be effected achieving a result would use or incur in accordance with the terms of this Agreementsimilar circumstances to ensure that such result is achieved as expeditiously as possible.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either Group Seller thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers If any consent necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent Asset is not obtained or if an attempted assignment would be ineffective or would impair either Groupany party's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid Assumed Contract or other commitment or asset Asset so that UCRI or the Restaurant Subsidiaries Buyer would not receive all such rights, then (ix) International Seller shall use its commercially reasonable best efforts (it being understood that such efforts shall not include any requirement of Seller, the Company, Buyer or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to UCRI or the appropriate Restaurant SubsidiaryBuyer, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid Assumed Contract or other commitment or assetAsset, and Seller shall promptly pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary Buyer, when received received, all moneys received by the International Group Seller with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid Assumed Contract or other commitment or asset Asset and (iiy) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary thereof Buyer shall pay, perform and discharge on behalf of the International Group all of the International Group's Seller debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International Seller shall take such other actions (at the expense of Buyer, as designated by Buyer) as may reasonably be reasonably requested by UCRI Buyer in order to place UCRIBuyer, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid Assumed Contract or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to the UCRI GroupBuyer. If and when such consents and approvals are obtained, the transfer of the applicable Asset asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein Notwithstanding anything to the ----------------------- contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any leaseSite or any Governmental Approval, license agreementinstrument, contract, agreementlease, sales orderwarranty, purchase order, open bid permit or other commitment agreement or asset arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or attempted transfer or an attempt to make such an assignment of the same or transfer without the consent of the other a third party or parties thereto a waiver of a third party's rights would constitute a breach or violation thereof or in any way impair affect adversely the rights of either Group thereunderBuyer, Buyer LP, Seller or any of Seller's Subsidiaries thereunder or thereto. International shallAny transfer or assignment to Buyer or Buyer LP by Seller or any of Seller's Subsidiaries of any interest in such Governmental Approval, instrument, contract, lease, warranty, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Contributionapplicable Closing Date, each of Buyer and Seller shall continue to use its all reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such approval or consent is after the applicable Closing Date until such time as such consent or approval has been obtained, and Seller will cooperate with Buyer (it being understood that such efforts shall not obtained include any requirement of Seller or if an attempted assignment would be ineffective any of its Subsidiaries to expend money or would impair either Group's rights under grant any financial accommodation (other than its own reasonable fees and expenses of counsel and advisors), unless Buyer has agreed to reimburse Seller or such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI or the Restaurant Subsidiaries would not receive such rights, then (itherefor) International shall use its reasonable best efforts to provide that from and after such Closing Date Buyer shall receive the interest of Seller or cause to be provided to UCRI or its Subsidiaries, as the appropriate Restaurant Subsidiarycase may be, in the benefits under (and to the extent permitted by law, the benefits of by) any such lease, license agreementinstrument, contract, agreementlease, sales order, purchase order, open bid warranty or permit or other commitment agreement or assetarrangement, and provided that Buyer shall undertake to pay or cause satisfy the corresponding liabilities for the enjoyment of such benefit to be paid to UCRI the extent Buyer would have been responsible therefor if such consent or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereofapproval had been obtained. In addition, International Seller shall take such other actions (at Buyer's expense) as may reasonably be reasonably requested by UCRI Buyer in order to place UCRIBuyer, insofar as reasonably possible, in the same position as if such leaseGovernmental Approval, license agreementinstrument, contract, agreementlease, sales orderwarranty, purchase order, open bid permit or other commitment agreement or Asset arrangement had been transferred as contemplated hereby and so all the benefits and burdens relating thereto thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the UCRI Groupand be assumed by Buyer, in each case, from and after such applicable Closing Date. If and when such consents and approvals are obtained, the transfer of the applicable Asset Governmental Approval, instrument, contract, lease, warranty, permit or other agreement or arrangement shall be effected in accordance with the terms of this Agreement. Seller agrees to execute and deliver or cause its Subsidiaries to execute and deliver, such agreements and other instruments, in form and substance reasonably acceptable to Seller, as Buyer may reasonably request in order to effectuate the provisions of this Section 2.9 and which do not increase Seller's liability or exposure beyond that which is contemplated by this Agreement.

Nonassignable Contracts. Anything contained herein in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, or any claim, contractual obligation or authorization of a Governmental Authority, lease, license agreementcommitment, contractsales, agreement, sales order, service or purchase order, open bid or other commitment any claim, right or asset benefit arising thereunder or resulting therefrom, if the Asset Purchase would be deemed an assignment or attempted assignment of the same thereof without the consent required consent, approval or novation of the other a third party or parties thereto and would constitute a breach thereof thereof, or in any way impair Adversely Affect the rights of either Group Seller or Buyer thereunder. International shall, prior to Buyer acknowledges that the Contribution, use its reasonable best efforts ability of the parties to obtain all the consents and waivers and to resolve all impracticalities contemplated hereunder may be affected by a change in the dynamics of assignments the relevant market resulting from the Asset Purchase by the Buyer. Notwithstanding the foregoing, if such consent, approval or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent novation is not obtained obtained, or if an attempted assignment the consummation of the Asset Purchase would be ineffective or would impair either Group's Adversely Affect the rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset of Seller thereunder so that UCRI or the Restaurant Subsidiaries Buyer would not in fact receive the benefit of all such rights, then (i) International Seller shall use its reasonable best efforts cooperate with Buyer in any arrangement designed to provide or cause to be provided to UCRI or the appropriate Restaurant Subsidiary, to the extent permitted by law, for the benefits thereof to Buyer, including without limitation subcontracting, sublicensing or subleasing to Buyer or enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such leasethird party or otherwise; and any assumption by Buyer of obligations thereunder in connection with the Asset Purchase which shall require the consent, license agreementapproval or novation of any third party shall be made subject to such consent, contract, agreement, sales order, purchase order, open bid approval or novation being obtained. Any third party cost (other commitment or asset, and shall pay or cause to be paid to UCRI or than Contracts with customers of the appropriate Restaurant Subsidiary when received all moneys received by the International Group Businesses) in connection with respect to obtaining any such leaseconsent, license agreement, contract, agreement, sales order, purchase order, open bid approval or other commitment or asset novation shall be borne 50% by Buyer and (ii) 50% by Seller. Nothing in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf this Section 2.6 should be deemed a waiver by Buyer of the International Group all its rights to receive an effective assignment of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this AgreementSubject Assets.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, and subject to the provisions of this Section 2.3, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyers of any Subordinated Notes would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such Required Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any leaseDeferred Item subject to a Required Consent (a “Deferred Consent”), license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or would impair either Group's affect the rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset thereunder so that UCRI or the Restaurant Subsidiaries Buyers would not receive all such rights, then then, in each such case, (i) International the Deferred Item shall use its reasonable best efforts be withheld from sale pursuant to provide or cause to be provided to UCRI or this Agreement without any reduction in the appropriate Restaurant SubsidiaryPurchase Price, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, and shall pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) in consideration thereoffrom and after the Closing, UCRI or the appropriate Restaurant Subsidiary shall pay, perform Sellers and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possibleBuyers will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the same position as if Closing, provided that neither Sellers nor Buyers shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such leaseDeferred Consent is obtained, license agreementSellers and Buyers will cooperate, contractin all reasonable respects, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so to provide to Buyers the benefits under the Deferred Item to which such Deferred Consent relates (with Buyers entitled to all the benefits and burdens relating thereto shall inure subject to all of the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the UCRI GroupClosing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of Sellers in this Agreement). If Following the Closing, each of Sellers and when Buyers shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such consents required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and approvals are obligations on the Subordinated Notes or to obtain in writing the unconditional release of all parties to such arrangements; provided, however, that neither Sellers nor Buyers shall be required to pay any consideration therefor and Buyers shall not be required to assume any liability in connection therewith, except Buyers shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyers the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreementrelevant Subordinated Notes to which such Required Consent relates for no additional consideration.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, Nothing in this Agreement shall not constitute be construed as an attempt or agreement to assign (i) any lease, license agreement, contract, agreement, license, lease, sales order, purchase order, open bid order or other commitment or asset if an assignment or attempted assignment of the same that is nonassignable without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either Group thereunder. International shallunless such consent shall have been given, prior subject, however, to the Contributioncovenant of Sellers in Section 4.01(d) hereof, or (ii) any contract or claim as to which all the remedies for the enforcement thereof enjoyed by Sellers would not pass to Buyers as an incident of the assignments provided for by this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above, and all claims and demands on such contracts may be realized, Sellers shall use its all reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and consent for the Restaurant Subsidiaries the assets discussed in Section 2.1. If assignment thereof, other than any such consent is not obtained with respect to contracts and claims listed on Schedule 1.03 hereto. With respect to those contracts and claims of which Sellers shall have failed to obtain consent for the assignment thereof pursuant to their obligations under Section 4.01(d) hereto and this Section 1.03 listed on Schedule 1.03 hereto, Sellers shall, at the request and expense and under the direction of Buyers, in the name of Sellers or if an attempted assignment would otherwise as Buyers shall specify and as shall be ineffective or would impair either Group's rights under any such leasepermitted by law, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI or the Restaurant Subsidiaries would not receive such rights, then (i) International shall use its reasonable best efforts to provide take all action and do or cause to be provided done all things as shall in the opinion of Buyers be reasonably necessary or proper (x) in order that the rights and obligations of Sellers under such contracts shall be preserved and (y) for, and to UCRI or facilitate, the appropriate Restaurant Subsidiarycollection of the moneys due and payable, and to become due and payable, to Sellers in and under every such contract and claim and in respect of every such claim and demand, and Sellers shall hold the extent permitted by law, same for the benefits benefit of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, and shall pay or cause the same over promptly to be paid Buyers, subject to UCRI or the appropriate Restaurant Subsidiary when received due payment, performance and discharge by Buyers on behalf of Sellers of all moneys received by the International Group liabilities and obligations of Sellers with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset contracts and claims that have not been assigned hereunder but as to which Sellers shall have obtained the full value thereof for the benefit of Buyers as required hereunder (ii) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement"Subcontracted Contracts").

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such Required Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any leaseDeferred Item subject to a Required Consent (a “Deferred Consent”), license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or would impair either Group's affect the rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset thereunder so that UCRI or the Restaurant Subsidiaries Buyer would not receive all such rights, then then, in each such case, (i) International the Deferred Item shall use its reasonable best efforts be withheld from sale pursuant to provide or cause to be provided to UCRI or this Agreement without any reduction in the appropriate Restaurant SubsidiaryPurchase Price, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, and shall pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) in consideration thereoffrom and after the Closing, UCRI or the appropriate Restaurant Subsidiary shall pay, perform Sellers and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possibleBuyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the same position as if Closing, provided that neither Sellers nor Buyer shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such leaseDeferred Consent is obtained, license agreementSellers and Buyer will cooperate, contractin all reasonable respects, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and burdens relating thereto shall inure subject to all the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the UCRI GroupClosing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of any Seller in this Agreement). If Following the Closing, each of the Sellers and when Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such consents required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and approvals are obligations under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that none of the Sellers nor Buyer shall be required to pay any consideration therefor and Buyer shall not be required to assume any liability that is not an Assumed Obligation. Once such Required Consent is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the transfer of the applicable relevant Purchased Asset shall be effected in accordance with the terms of this Agreementto which such Required Consent relates for no additional consideration.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either the Newco Group or the Company Group thereunder. International The Company shall, prior to the Time of Contribution, use its reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company Group to expend money or offer or grant any financial accommodation) as requested by Newco, and Newco shall cooperate in all reasonable respects with the Company, to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI Newco and the Restaurant Operating Subsidiaries the assets discussed in Section 2.1Contributed Assets. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Asset so that UCRI Newco or the Restaurant Operating Subsidiaries would not receive all such rights, then (ix) International the Company shall use its reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company Group to expend money or offer or grant any financial accommodation) to provide or cause to be provided to UCRI Newco or the appropriate Restaurant Operating Subsidiary, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, Asset and the Company shall promptly pay or cause to be paid to UCRI Newco or the appropriate Restaurant Operating Subsidiary when received all moneys received by the International Company Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Asset and (iiy) in consideration thereof, UCRI thereof Newco or the appropriate Restaurant Operating Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement.on

Nonassignable Contracts. Anything contained herein in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any leaseclaim, license agreementContract, contractauthorization of a Governmental Authority, agreementsales, sales order, service or purchase order, open bid or other commitment any claim, right or asset benefit arising thereunder or resulting therefrom, if the Asset Purchase would be deemed an assignment or attempted assignment of the same thereof without the required consent of the other a third party or parties thereto and would constitute a breach thereof or in any way impair affect the rights of either Group Seller, the UK Subsidiary, Buyer or UK Buyer thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent is not obtained obtained, or if an attempted assignment the consummation of the Asset Purchase would be ineffective affect the rights of Seller or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset the UK Subsidiary thereunder so that UCRI Buyer or the Restaurant Subsidiaries UK Buyer would not in fact receive the benefit of all such rights, then (i) International subject to the satisfaction or waiver of the conditions contained in Article VIII and Article IX, the Closing shall use nonetheless still occur provided that prior to the Closing Date, in the event Seller is unable to obtain consent to assign its reasonable best efforts contact with Amazon Web Services, dated as of August 1, 2016, to Buyer in advance of the Closing, Buyer and Seller shall have entered into a separate agreement, reasonably satisfactory to the parties, pursuant to which Seller shall be responsible to provide or cause to be provided Buyer the software and services obtained by Seller pursuant to UCRI or such agreement (including all related agreements and addendums and including the appropriate Restaurant SubsidiaryAWS Customer Agreement, as referenced therein) until such time as Seller is able to the extent permitted by lawobtain consent to assign and transfer such contract to Buyer, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, and shall pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) upon Buyer’s written request Seller shall cooperate with Buyer, at Buyer’s sole cost and expense, in consideration thereofany arrangement designed to provide for the benefits thereof to Buyer or UK Buyer, UCRI including subcontracting, sublicensing or subleasing to Buyer or UK Buyer or enforcement for the benefit of Buyer or UK Buyer of any and all rights of Seller or the appropriate Restaurant UK Subsidiary shall pay, perform and discharge on behalf against a third party thereto arising out of the International Group all of breach or cancellation by such third party or otherwise. Following the International Group's debtsClosing, liabilitiesSeller and Buyer shall cooperate with each other, obligations and commitments thereunder to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreementrelation thereto.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the consent or waiver of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either the VRM Group or the Company Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent or waiver is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI the Company or the Restaurant Subsidiaries VRM or a Subsidiary of either, as applicable, would not receive all such rights, then (ix) International the Company or VRM, as applicable, shall use its reasonable best efforts to provide or cause to be provided to UCRI the other or the appropriate Restaurant its Subsidiary, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or assetasset and the Company or VRM, and as applicable, shall promptly pay or cause to be paid to UCRI the other or the appropriate Restaurant its Subsidiary when received all moneys received by the International Company Group or VRM Group, as applicable, with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (iiy) in consideration thereof, UCRI thereof the other party or the appropriate Restaurant its Subsidiary shall pay, perform and discharge on behalf of the International such Group all of the International such Group's debts, liabilities, obligations and commitments thereunder with respect thereto in a timely manner and in accordance with the terms thereof. In addition, International the Company or VRM, as applicable, shall take such other actions (at the expense of the other) as may reasonably be reasonably requested by UCRI the other in order to place UCRIthe other, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the UCRI applicable Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset lease, license agreement, contract, agreement, sales order, purchase order, open end or other commitment or asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, except as specifically provided in Section 5.3(e), to the extent that the sale, CONFIDENTIAL TREATMENT REQUESTED assignment, lease, sublease, transfer, conveyance or delivery, or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, to Purchaser of any asset that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law or would require any Consent or waiver by any Governmental Authority or other Person, and such Consent or waiver shall not have been obtained prior to the Closing (a “Non-Assignable Contract”), the Closing shall proceed, subject to Article 5, without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such Consent or waiver and the failure to sell, assign, convey or deliver such asset shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an agreement to assign any leaseattempt thereof. In the event that the Closing proceeds without the transfer, license agreement, contract, agreement, sales order, purchase order, open bid sublease or other commitment or asset if an assignment or attempted assignment of any such asset, then following the same without Closing, the consent parties shall use commercially reasonable efforts and cooperate with each other to obtain promptly such Consents or waivers; provided, however, that Seller shall not be required to pay any consideration or compromise any rights not otherwise required by this Agreement to be compromised for any such Consent or waiver, other than filing, recordation or similar fees, which shall be paid by Seller. Pending such Consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.3 of any Contract, Purchaser shall perform for the benefit of the other party or Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of a Consent or waiver to assign such liabilities to Purchaser, would constitute a breach thereof be Assumed Liabilities. Once all required Consents or in any way impair waivers for the rights sale, assignment, lease, sublease, transfer, conveyance or delivery of either Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is not obtained obtained, Seller shall assign, lease, sublease, transfer, convey or if an attempted assignment would be ineffective or would impair either Group's rights under deliver such asset to Purchaser at no additional cost to Purchaser. To the extent that any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI cannot be transferred or the Restaurant Subsidiaries would full benefits of use of any such asset cannot receive such rights, then (i) International shall use its reasonable best efforts to provide or cause to be provided to UCRI Purchaser following the Closing pursuant to this Section 2.3, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the appropriate Restaurant Subsidiaryparties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted permitted, of obtaining such authorization, approval, consent or waiver and the performance by lawPurchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, the benefits all income, proceeds and other monies received by Seller in connection with its use of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or asset (net of any Taxes and any other commitment or asset, and shall pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (iicosts imposed upon Seller) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance connection with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of arrangements under this AgreementSection 2.3.

Nonassignable Contracts. Anything contained herein To the extent that the assignment by Sellers to Buyer of any license, contract or lease that is designated an Assigned Contract or an Intellectual Property License (including the contrary notwithstandingDesignated Licenses) is not permitted by Bankruptcy Court order or otherwise or is not permitted without the consent of any other party to such license, contract or lease, this Agreement shall not be deemed to constitute an agreement to assign assignment of any such license, contract or lease if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such license, contract or lease, license agreementand Buyer shall assume no obligations or liabilities thereunder. In such event, contractSellers shall exercise their best efforts, agreementin good faith, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without to obtain the consent of the other party to such license, contract or parties thereto would constitute a breach thereof lease to permit assignment of such license, contract or lease to Buyer. Sellers shall advise Buyer promptly in writing with respect to any license, contract or lease under which it knows or has reason to believe it will not receive the required consent. Sellers shall take all reasonable actions requested by Buyer and cooperate with Buyer to obtain any new license, contract or lease (if necessary) on substantially similar terms and conditions as those under the existing license, contract or lease. Without in any way impair the rights of either Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts limiting Sellers obligations to obtain all consents and waivers necessary for the sale, transfer, assignment and to resolve all impracticalities delivery of assignments or transfers necessary to convey to UCRI the Assigned Contracts, Intellectual Property Licenses and the Restaurant Subsidiaries the assets discussed in Section 2.1. If Transferred Assets to Buyer hereunder, if any such consent is not obtained or if an attempted such assignment would be ineffective or would impair either Group's rights under any such leaseis not permitted irrespective of consent and the Closing hereunder is consummated, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI or the Restaurant Subsidiaries would not receive such rights, then (i) International Sellers shall continue to use its reasonable their best efforts to obtain such consents and shall cooperate with Buyer in any arrangement designed to provide or cause to be provided to UCRI or Buyer with the appropriate Restaurant Subsidiary, rights and benefits (subject to the extent permitted obligations) under the such licenses, contracts or leases. Nothing contained in this section shall be deemed a waiver by law, Buyer of its right to determine that the benefits non-assignability of any such leaselicense, license agreement, contract, agreement, sales order, purchase order, open bid contract or other commitment or asset, and shall pay or cause lease constitutes a Material Adverse Effect to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group Acquired Assets with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) the transactions contemplated in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the consent or waiver of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either the VRM Group or the Company Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent or waiver is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI the Company or the Restaurant Subsidiaries VRM or a Subsidiary of either, as applicable, would not receive all such rights, then (ix) International the Company or VRM, as applicable, shall use its reasonable best efforts to provide or cause to be provided to UCRI the other or the appropriate Restaurant its Subsidiary, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or assetasset and the Company or VRM, and as applicable, shall promptly pay or cause to be paid to UCRI the other or the appropriate Restaurant its Subsidiary when received all moneys received by the International Company Group or VRM Group, as applicable, with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (iiy) in consideration thereof, UCRI thereof the other party or the appropriate Restaurant its Subsidiary shall pay, perform and discharge on behalf of the International such Group all of the International such Group's debts, liabilities, obligations and commitments thereunder with respect thereto in a timely manner and in accordance with the terms thereof. In addition, International the Company or VRM, as applicable, shall take such other actions (at the expense of the other) as may reasonably be reasonably requested by UCRI the other in order to place UCRIthe other, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the UCRI applicable Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset lease, license agreement, contract, agreement, sales order, purchase order, open end or other commitment or asset shall be effected in accordance with the terms of this Agreement. 2.8.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such Required Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any leaseDeferred Item subject to a Required Consent (a “Deferred Consent”), license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or would impair either Group's affect the rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset thereunder so that UCRI or the Restaurant Subsidiaries Buyer would not receive all such rights, then then, in each such case, (i) International the Deferred Item shall use its reasonable best efforts be withheld from sale pursuant to provide or cause to be provided to UCRI or this Agreement without any reduction in the appropriate Restaurant SubsidiaryPurchase Price, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, and shall pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) in consideration thereoffrom and after the Closing, UCRI or the appropriate Restaurant Subsidiary shall pay, perform Sellers and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possibleBuyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the same position as if Closing, provided that neither Sellers nor Buyer shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such leaseDeferred Consent is obtained, license agreementSellers and Buyer will cooperate, contractin all reasonable respects, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and burdens relating thereto shall inure subject to all the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the UCRI GroupClosing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of either Seller in this Agreement). If Following the Closing, each of Sellers and when Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such consents required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and approvals are obligations under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor and Buyer shall not be required to assume any liability that is not an Assumed Obligation, except Buyer shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the transfer of the applicable relevant Purchased Asset shall be effected in accordance with the terms of this Agreementto which such Required Consent relates for no additional consideration.