Common use of Procedures for Assets Not Transferable Clause in Contracts

Procedures for Assets Not Transferable. (a) If any of the Laundry Leases or any other property or rights included in the Subject Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer shall not assume the obligations of Seller under any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing in a manner that Buyer believes will avoid any default, conflict or termination of rights under such Laundry Leases. In the event that any Laundry Lease included in the Subject Assets is not assigned to Buyer by reason of the foregoing provisions of this Section 1.9, this Agreement, if permitted by law, shall constitute full and equitable assignment and transfer by Seller to Buyer of all of Seller’s right, title and interest in and to, and all of Seller’s liabilities under those Laundry Leases (the “Equitably Assigned Contracts”). Buyer shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all of the benefits of such Equitably Assigned Contracts and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities). (b) If Seller shall be unable to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide Buyer with all such rights. To the extent that any such consents are not obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts to the extent permitted by law to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereof. To the extent that Buyer is provided all of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any and all claims made against Seller for Buyer’s acts and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Lease, and (iii) name Seller as an additional insured on Buyer’s insurance policies that provide coverage for Buyer’s performance under such Laundry Lease.

Procedures for Assets Not Transferable. (a) If any of the Laundry Leases Subject Assets, including any Contract, License, Governmental Permit, certificate, approval, authorization, agreement, lease, or any other property or rights included in the Subject Assets right is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties (each a "Nonassignable Asset") and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and, unless otherwise agreed between Buyer and Sellers with respect to any such Nonassignable Asset, Buyer shall not assume the either Seller's obligations of Seller under with respect thereto as provided herein, but Sellers shall use all commercially reasonable efforts to obtain any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use all commercially reasonable efforts to assist in a manner that endeavor; provided, however, that in obtaining such consent, Seller shall not be required to remain secondarily liable or to make any payment in obtaining any such consent with respect to any Nonassignable Asset; and provided further, that this Section 1.12 shall not apply with respect to Leases relating to the Leased Real Property located in the United Kingdom which will be governed pursuant to the License to Occupy. (b) To the extent permitted by applicable law, in the event consents to assignment cannot be obtained, such Nonassignable Assets shall be held, as and from the Closing Date, by the applicable Seller in trust for Buyer believes will avoid any defaultand the covenants and obligations thereunder shall be performed by Buyer in the applicable Seller's name and all benefits and obligations existing thereunder shall be for Buyer's account. Sellers shall, conflict as Buyer may reasonably request, take or termination cause to be taken at Buyer's expense such action in its name or otherwise so as to provide Buyer with the benefits of rights the Nonassignable Assets and to effect collection of money or other consideration to become due and payable under such Laundry Leasesthe Nonassignable Assets, and Sellers shall promptly pay over to Buyer all money or other consideration received by it in respect to all Nonassignable Assets. As of and from the Closing Date, each Seller authorizes Buyer, to the extent permitted by applicable law and the terms of the Nonassignable Assets, at Buyer's expense, to perform all the obligations and receive all the benefits of the applicable Seller under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf with respect thereto. (c) In the event that any Laundry Lease purchase order included in the Subject Assets is not assigned to Buyer by Sellers by reason of the foregoing provisions of this Section 1.91.12, this Agreement, if permitted by law, shall constitute full Buyer agrees to purchase from Sellers at the contract price all property thereunder which Sellers are obligated to purchase and equitable assignment and transfer by Seller Sellers agree to sell the same to Buyer of all of Seller’s right, title and interest at such price. In the event that any sales order included in and to, and all of Seller’s liabilities under those Laundry Leases (the “Equitably Assigned Contracts”). Buyer shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all Subject Assets is not assigned by Sellers by reason of the benefits foregoing provisions of this Section 1.12, Buyer agrees to sell to Sellers any products required to complete such Equitably Assigned Contracts contracts at the same price provided for therein and otherwise to relieve Seller complete such contracts on behalf of Sellers and Sellers agree to purchase the performance and other liabilities thereunder (same from Buyer at such price. If Sellers fail to comply with the provisions of this Section 1.12, Buyer may, to the extent constituting Assumed Liabilities). (b) If Seller shall be unable to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide Buyer with all such rights. To the extent that any such consents are not obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts to the extent permitted by law to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereof. To the extent that Buyer is provided all of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any and all claims made against Seller for Buyer’s acts and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Lease, and (iii) name Seller as an additional insured on Buyer’s insurance policies that provide coverage for Buyer’s performance under such Laundry Lease.extent

Procedures for Assets Not Transferable. (a) If any of the Laundry Leases or any other property or rights included in the Subject Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer shall not assume the obligations of Seller under any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing in a manner that Buyer believes will avoid any default, conflict or termination of rights under such Laundry Leases. In the event that any Laundry Lease included in the Subject Assets is not assigned to Buyer by reason of the foregoing provisions of this Section 1.9, this Agreement, if permitted by law, shall constitute full and equitable assignment and transfer by Seller to Buyer of all of Seller’s right, title and interest in and to, and all of Seller’s liabilities under those Laundry Leases (the “Equitably Assigned Contracts”). Buyer shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all of the benefits of such Equitably Assigned Contracts and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities). In particular and without limiting the foregoing, Seller shall, within five (5) business days after Closing, subcontract to Buyer all services to be performed, and benefits to be received, by Seller under Laundry Leases with ERP Operating Partnership and properties managed or controlled by it, including such Laundry Leases under the Master Laundry Agreement between Seller and ERP Operating Partnership (as amended). (b) If Seller shall be unable to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide Buyer with all such rights. To the extent that any such consents are not obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts to the extent permitted by law and specifically requested by Buyer to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereofthereof upon the advice of Buyer. To the extent that Buyer is provided all of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease or in connection therewith arising under such Laundry Lease (to the extent constituting Assumed Liabilities), (ii) indemnify Seller for any and all claims made against Seller for Buyer’s acts and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Lease, Lease and (iii) name Seller as an additional insured on Buyer’s insurance policies that provide coverage for Buyer’s performance under such Laundry Lease.

Procedures for Assets Not Transferable. (a) If Notwithstanding anything to the contrary set forth herein, with respect to the Dual Use Contracts and any of the Laundry Leases contracts or agreements or any other property or rights included in the Subject Transferred Assets which is not assignable or transferable either by virtue of the provisions thereof or under applicable law Law without the consent of some party or parties and any such consent is not obtained prior to the First Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and, unless otherwise agreed between Buyer and the Seller Entities with respect to such contract, Buyer shall not assume the Seller Entities’ obligations of with respect thereto, but the Seller under Entities shall use all commercially reasonable efforts to obtain any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and for contracts other documents and phone calls with third parties) to assist Buyer in obtaining such consents than Dual Use Contracts as soon as possible after the First Closing and otherwise obtain for Buyer the practical benefit of such property or rights (including Dual Use Contracts) and Buyer shall use all commercially reasonable efforts to assist in a manner that Buyer believes will avoid any default, conflict or termination of rights under such Laundry Leasesendeavor. In the event that any Laundry Lease purchase order included in the Subject Transferred Assets is not assigned to Buyer by any Seller Entity by reason of the foregoing provisions of this Section 1.91.7, this Agreement, if permitted by law, shall constitute full Buyer agrees to purchase from such Seller Entity at the contract price all property thereunder which such Seller Entity is obligated to purchase and equitable assignment and transfer by such Seller Entity agrees to sell the same to Buyer at such price. In the event that any sales order included in the Transferred Assets is not assigned by the Seller Entity by reason of the foregoing provisions of this Section 1.7, Buyer agrees to sell to such Seller Entity any products required to complete such contracts at the same price provided for therein and otherwise to complete such contracts on behalf of such Seller Entity and such Seller Entity agrees to purchase the same from Buyer at such price. In any such arrangement, Buyer shall have the sole responsibility with respect to the completion of the work following the First Closing Date; shall bear all costs and expenses with respect thereto arising or occurring after the First Closing Date; shall be solely entitled to the benefits; and shall be solely responsible for any breach of Seller’s right, title and interest in and towarranty with respect to First Territory Products to the extent they are manufactured after the First Closing Date. The Seller Entities agree to contact the counterparties to the Dual Use Contracts promptly following the date hereof, and all in any event within ten (10) business days of Sellerthe date hereof to discuss such party’s liabilities under those Laundry Leases (Dual Use Contract(s) and the “Equitably Assigned Contracts”)proposed arrangements that are necessary in order to provide the Buyer with the full benefits of such Dual Use Contract(s) in connection the operation of the First Territory Business. The Seller Entities shall keep Buyer reasonably informed of the progress of such discussions and shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all of (a) an opportunity to participate in the benefits of such Equitably Assigned Contracts discussion with the applicable counterparty and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities). (b) If Seller shall be unable to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide Buyer with all such rights. To the extent that any such consents are not obtained, or until the impediments proposed amendment to such transfer are resolved, Seller shall use all commercially reasonable efforts Dual Use Agreement(s) in order to effectuate the extent permitted by law to (i) provide to foregoing. Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed agrees to provide such benefits to Buyer information and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereof. To the extent that Buyer is provided all of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease assistance to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any Entities and all claims made against Seller for Buyer’s acts the counterparties to such Dual Use Agreements as may be reasonably requested except where such information is the subject of an existing nondisclosure and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Lease, and (iii) name Seller as an additional insured on Buyer’s insurance policies that provide coverage for Buyer’s performance under such Laundry Leasenon-use obligation.

Procedures for Assets Not Transferable. (a) If Notwithstanding anything to the contrary set forth herein, with respect to the Dual Use Contracts and any of the Laundry Leases contracts or agreements or any other property or rights included in the Subject Transferred Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law Law without the consent of some party or parties and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and, unless otherwise agreed between Buyer and the Seller Entities with respect to such contract, Buyer shall not assume the Seller Entities’ obligations of with respect thereto, but the Seller under Entities shall use all commercially reasonable efforts to obtain any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and for contracts other documents and phone calls with third parties) to assist Buyer in obtaining such consents than Dual Use Contracts as soon as possible after the Closing and otherwise obtain for Buyer the practical benefit of such property or rights (including Dual Use Contracts) and Buyer shall use all commercially reasonable efforts to assist in a manner that Buyer believes will avoid any default, conflict or termination of rights under such Laundry Leasesendeavor. In the event that any Laundry Lease purchase order included in the Subject Transferred Assets is not assigned to Buyer by any Seller Entity by reason of the foregoing provisions of this Section 1.91.7, this Agreement, if permitted by law, shall constitute full Buyer agrees to purchase from such Seller Entity at the contract price all property thereunder which such Seller Entity is obligated to purchase and equitable assignment and transfer by such Seller Entity agrees to sell the same to Buyer at such price. In the event that any sales order included in the Transferred Assets is not assigned by the Seller Entity by reason of the foregoing provisions of this Section 1.7, Buyer agrees to sell to such Seller Entity any products required to complete such contracts at the same price provided for therein and otherwise to complete such contracts on behalf of such Seller Entity and such Seller Entity agrees to purchase the same from Buyer at such price. In any such arrangement, Buyer shall have the sole responsibility with respect to the completion of the work following the Closing Date; shall bear all costs and expenses with respect thereto arising or occurring after the Closing Date; shall be solely entitled to the benefits; and shall be solely responsible for any breach of Seller’s right, title and interest in and towarranty with respect to Products to the extent they are manufactured after the Closing Date. The Seller Entities agree to contact the counterparties to the Dual Use Contracts promptly following the date hereof, and all in any event within ten (10) business days of Sellerthe date hereof to discuss such party’s liabilities under those Laundry Leases (Dual Use Contract(s) and the “Equitably Assigned Contracts”)proposed arrangements that are necessary in order to provide the Buyer with the full benefits of such Dual Use Contract(s) in connection with the operation of the Business. The Seller Entities shall keep Buyer reasonably informed of the progress of such discussions and shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all of (a) an opportunity to participate in the benefits of such Equitably Assigned Contracts discussion with the applicable counterparty and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities). (b) If Seller shall be unable to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide Buyer with all such rights. To the extent that any such consents are not obtained, or until the impediments proposed amendment to such transfer are resolved, Seller shall use all commercially reasonable efforts Dual Use Agreement(s) in order to effectuate the extent permitted by law to (i) provide to foregoing. Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed agrees to provide such benefits to Buyer information and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereof. To the extent that Buyer is provided all of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease assistance to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any Entities and all claims made against Seller for Buyer’s acts the counterparties to such Dual Use Agreements as may be reasonably requested except where such information is the subject of an existing nondisclosure and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Lease, and (iii) name Seller as an additional insured on Buyer’s insurance policies that provide coverage for Buyer’s performance under such Laundry Leasenon-use obligation.

Procedures for Assets Not Transferable. (a) If Subject to Section 6.2, in the event any Dual Use Contract or any of the Laundry Leases contracts or agreements included in the Transferred Assets is subject to renewal or extension or any of the Seller Entities proposes to amend such Dual Use Contract or other contract or agreement in the Ordinary Course of Business at any time prior to the Closing, the Seller Entities shall use commercially reasonable efforts to cause such Dual Use Contract or other contract or agreement to be renewed, extended or amended on terms that would provide Buyer with the full benefits of such Dual Use Contract or permit the assignment or transfer, at the Closing, of such other contract or agreement to Buyer or Buyer Nominee without the consent of any third party, in each case to the extent permitted under applicable Law. (b) Notwithstanding anything to the contrary set forth herein, with respect to the Dual Use Contracts and any of the contracts or agreements or any other property or rights included in the Subject Transferred Assets that is not assignable or transferable either by virtue of the provisions thereof or under applicable law Law without the consent of some party or parties and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and, unless otherwise subsequently agreed to in writing between Buyer and the Seller Entities with respect to such contract, Buyer shall not assume the Seller Entities’ obligations of with respect thereto, but the Seller under Entities shall use all commercially reasonable efforts to obtain any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and for contracts other documents and phone calls with third parties) to assist Buyer in obtaining such consents than Dual Use Contracts as soon as possible after the Closing and otherwise obtain for Buyer the practical benefit of such property or rights (including Dual Use Contracts) and Buyer shall use all commercially reasonable efforts to assist in a manner that Buyer believes will avoid any default, conflict or termination of rights under such Laundry Leases. endeavor. (c) In the event that any Laundry Lease purchase order included in the Subject Transferred Assets is not assigned to Buyer by any Seller Entity by reason of the foregoing provisions of this Section 1.92.5, this Agreement, if permitted by law, shall constitute full Buyer agrees to purchase from such Seller Entity at the contract price all property thereunder which such Seller Entity is obligated to purchase and equitable assignment and transfer by such Seller Entity agrees to sell the same to Buyer at such price. In the event that any sales order included in the Transferred Assets is not assigned by the Seller Entity by reason of all the foregoing provisions of Seller’s rightthis Section 2.5, title Buyer agrees to sell to such Seller Entity any products required to complete such contracts at the same price provided for therein and interest in otherwise to complete such contracts on behalf of such Seller Entity and tosuch Seller Entity agrees to purchase the same from Buyer at such price. (d) The Seller Entities agree to contact the counterparties to the Dual Use Contracts promptly following the date hereof, and all in any event within thirty (30) business days after the date hereof to discuss such party’s Dual Use Contract(s) and the proposed arrangements that are necessary in order to provide the Buyer with the full benefits of Seller’s liabilities such Dual Use Contract(s) in connection with the operation of the Business and any arrangements contemplated under those Laundry Leases (Section 2.5(a) above. The Seller Entities shall keep Buyer reasonably informed of the “Equitably Assigned Contracts”). Buyer progress of such discussions and shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all of (i) an opportunity to participate in the benefits of discussion with the applicable counterparty and (ii) any proposed amendment to such Equitably Assigned Contracts Dual Use Contract(s) or other related documents or instruments in order to effectuate the foregoing. Buyer agrees to provide such information and to relieve Seller of the performance and other liabilities thereunder (assistance to the extent constituting Assumed Liabilities). (b) If Seller Entities and the counterparties to such Dual Use Contracts as may be reasonably requested except where such information is the subject of an existing nondisclosure and/or non-use obligation. Promptly after the date hereof, the Seller Entities shall be unable to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide bifurcate each Dual Use Contract into separate agreements relating to (x) the Business, on the one hand and (y) one or more of the Excluded Businesses, on the other hand, and to cause the counterparties thereto to execute and deliver to Buyer with all or its designee such rights. To the extent that any such consents are not obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts agreements relating exclusively to the extent permitted by law Business to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, be delivered at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereof. To the extent that Buyer is provided all of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any and all claims made against Seller for Buyer’s acts and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Lease, and (iii) name Seller as an additional insured on Buyer’s insurance policies that provide coverage for Buyer’s performance under such Laundry LeaseClosing.

Procedures for Assets Not Transferable. (a) If any of the Laundry Leases Subject Assets, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization, agreement, or any other property or rights included in the Subject Assets right, is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties (each a "Nonassignable Asset") and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and, unless otherwise agreed between Buyer and Seller with respect to any such Nonassignable Asset, Buyer shall not assume the Seller's obligations of with respect thereto as provided herein, but Seller under shall use all commercially reasonable efforts to obtain any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use all commercially reasonable efforts to assist in a manner that endeavor; provided, however, that this Section 1.13 shall not apply with respect to Leases related to the Leased Real Property located in the United Kingdom which will be governed pursuant to the License to Occupy. Any Nonassignable Asset is set forth in SCHEDULE 1.13. (b) To the extent permitted by applicable law, in the event consents to assignment cannot be obtained, such Nonassignable Assets shall be held, as and from the Closing Date, by Seller in trust for Buyer believes will avoid any defaultand the covenants and obligations thereunder shall be performed by Buyer in Seller's name and all benefits and obligations existing thereunder shall be for Buyer's account. Seller shall, conflict as Buyer may reasonably request, take or termination cause to be taken at Buyer's expense such action in its name or otherwise so as to provide Buyer with the benefits of rights the Nonassignable Assets and to effect collection of money or other consideration to become due and payable under such Laundry Leasesthe Nonassignable Assets, and Seller shall promptly pay over to Buyer all money or other consideration received by it with respect to all Nonassignable Assets. As of and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable law and the terms of the Nonassignable Assets, at Buyer's expense, to perform all the obligations and receive all the benefits of Seller under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf with respect thereto. (c) In the event that any Laundry Lease purchase order included in the Subject Assets is not assigned to Buyer by Seller by reason of the foregoing provisions of this Section 1.91.13, this Agreement, if permitted by law, shall constitute full Buyer agrees to purchase from Seller at the contract price all property thereunder which Seller is obligated to purchase and equitable assignment and transfer Seller agrees to sell the same to Buyer at such price. In the event that any sales order included in the Subject Assets is not assigned by Seller by reason of the foregoing provisions of this Section 1.13, Buyer agrees to Buyer sell to Seller any products required to complete such contracts at the same price provided for therein and otherwise to complete such contracts on behalf of all of Seller’s right, title and interest in and to, and all of Seller’s liabilities under those Laundry Leases (the “Equitably Assigned Contracts”). Buyer shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer Seller and Seller shall take all commercially reasonable steps and actions agrees to provide purchase the same from Buyer with all of the benefits of at such Equitably Assigned Contracts and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities). (b) price. If Seller shall be unable fails to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide Buyer with all such rights. To the extent that any such consents are not obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts to the extent permitted by law to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance comply with the terms thereof. To the extent that Buyer is provided all provisions of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any and all claims made against Seller for Buyer’s acts and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Lease, and (iii) name Seller as an additional insured on Buyer’s insurance policies that provide coverage for Buyer’s performance under such Laundry Lease.this

Procedures for Assets Not Transferable. (a) If any of the Laundry Leases Leases, the Transferred Contracts, Seller's interest in TLP, or any other property or rights included in the Subject Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer shall not assume the obligations of Seller under any such Laundry LeaseLease or Transferred Contract. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing in a manner that Buyer believes will avoid any default, conflict or termination of rights under such Laundry LeasesLeases and Transferred Contracts. In the event that any Laundry Lease or Transferred Contract included in the Subject Assets is not assigned to Buyer by reason of the foregoing provisions of this Section 1.9, this Agreement, if permitted by law, shall constitute full and equitable assignment and transfer by Seller to Buyer of all of Seller’s 's right, title and interest in and to, and all of Seller’s 's liabilities under those Laundry Leases and Transferred Contracts (the “Equitably Assigned Contracts”"EQUITABLY ASSIGNED CONTRACTS"). Buyer shall be deemed Seller’s 's agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s 's liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all of the benefits of such Equitably Assigned Contracts and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities). In particular and without limiting the foregoing, Seller shall, within five (5) business days after Closing, subcontract to Buyer all services to be performed, and benefits to be received, by Seller under Laundry Leases with ERP Operating Partnership and properties managed or controlled by it, including such Laundry Leases under the Master Laundry Agreement between Seller and ERP Operating Partnership (as amended). (b) If Seller shall be unable to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry LeaseLease or Transferred Contract or Seller's interest in TLP, or would not assign all of Seller’s 's rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide Buyer with all such rights. To the extent that any such consents are not obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts to the extent permitted by law and specifically requested by Buyer to (i) provide to Buyer the benefits of any such Laundry LeaseLease and Transferred Contract, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any and at Buyer's expense, the rights of Seller arising from any such Laundry Lease and Transferred Contract against any third party in accordance with the terms thereof. To the extent that Buyer is provided all of the benefits (including payment rights) of under any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease in connection therewith arising under such Laundry Lease (to the extent constituting Assumed Liabilities), (ii) indemnify Seller for any and all claims made against Seller for Buyer’s 's acts and/or omissions on the premises of each such Laundry Lease and Buyer’s 's performance of or failure to perform Seller’s 's obligations under each such Laundry Lease, Lease and (iii) name Seller as an additional insured on Buyer’s 's insurance policies that provide coverage for Buyer’s 's performance under each such Laundry Lease.

Procedures for Assets Not Transferable. (a) If any of the Laundry Leases or any other contract, agreement, --------------------------------------- property or rights right (including, without limitation, any Governmental Approval) included in the Subject Domestic Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties any third party, and any such consent is has not been obtained prior to the ClosingClosing Date and the Closing occurs, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer Purchaser shall not assume the Seller's obligations of Seller under any with respect thereto. In such Laundry Lease. case, Seller shall take all use commercially reasonable efforts to obtain such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing Date or otherwise obtain for Purchaser the practical benefit of such contract, agreement, property or right and Purchaser shall cooperate with Seller in a manner that Buyer believes will avoid endeavor. If any default, conflict order for the purchase of goods or termination of rights under such Laundry Leases. In the event that any Laundry Lease services included in the Subject Domestic Assets is not assigned assignable by Seller, Purchaser agrees to Buyer purchase from Seller at the purchase order price all property or services thereunder and Seller agrees to sell the same to Purchaser at such price, on the terms set forth therein. If any sales order or service order included in the Domestic Assets is not assignable by reason Seller, Purchaser agrees to sell to Seller any products required to complete such sales order or service order at the same price provided for therein and otherwise to complete such contracts on behalf of Seller and Seller agrees to purchase the foregoing provisions of this Section 1.9same from Purchaser at such price. Purchaser shall provide all services necessary to complete such contracts and orders, this Agreement, if permitted by law, shall constitute full and equitable assignment and transfer by Seller to Buyer of all of Seller’s right, title and interest in and to, and all of Seller’s liabilities under those Laundry Leases (the “Equitably Assigned Contracts”). Buyer shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take hold for Purchaser's account and promptly remit to Purchaser all commercially reasonable steps amounts payable with respect to such contracts. Prior to and actions after the Closing, Purchaser and Seller shall cooperate to provide Buyer with obtain all necessary consents to the transfer of the benefits of such Equitably Assigned Contracts and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities)Domestic Assets. (b) If Purchaser and Seller are unable to obtain any required consents to assign or subcontract any particular contract, or Seller and Purchaser agree that no such consent will be obtained, and no other mutually satisfactory arrangements are agreed to, then (i) such contract shall be unable deemed not to make have been transferred to Purchaser, and (ii) the equitable assignment described in Section 1.9(a), or Seller and Purchaser shall treat such unassigned contract as if Seller and Purchaser had entered into a seconding arrangement with respect to such attempted transfer would adversely affect unassigned contract as of the rights Closing Date. To implement the retroactive treatment of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunderunassigned contract as a seconded contract, Seller and Buyer Purchaser will enter into a seconding agreement in mutually agreeable form at the appropriate time. (c) At Closing, Purchaser and Seller shall enter into a Stock Retention Agreement in the form of Exhibit B hereto (the "Stock Retention Agreement") with --------- respect to the Subsidiaries listed on Schedule 1.3. Pursuant to the Stock ------------ Retention Agreement, (i) Seller (either directly or through one of its wholly owned subsidiaries) shall continue to cooperate and use all commercially reasonable efforts hold legal title to provide Buyer with all such rights. To any capital stock included in the extent that any such consents are Shares for which a necessary consent to transfer has not been obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts to the extent permitted by law to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed to provide Purchaser shall have all beneficial ownership of such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereof. To the extent that Buyer is provided all of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any and all claims made against Seller for Buyer’s acts and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Leasecapital stock, and (iii) name legal title to such capital stock shall transfer to Purchaser upon such necessary consent having been granted. Prior to and after the Closing, Purchaser and Seller as an additional insured on Buyer’s insurance policies shall cooperate to obtain all necessary consents to the transfer of the Shares that provide coverage for Buyer’s performance under such Laundry Leaseare subject to the Stock Retention Agreement.

Procedures for Assets Not Transferable. (a) If any of the Laundry Leases or any other Contract, property or rights right included in the Subject Acquired Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties any Third Party, and any such consent is has not been obtained prior to the Closing, (i) the Seller shall provide the Buyer with written notice identifying all such Contracts for which no consent has been received pursuant to this Section 5.3(a), and (ii) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and the Buyer shall not assume the obligations Seller’s Liabilities with respect thereto, and (iii) the following provisions shall apply. (i) with respect to any order for the purchase of Seller under any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing in a manner that Buyer believes will avoid any default, conflict goods or termination of rights under such Laundry Leases. In the event that any Laundry Lease services included in the Subject Assets is not assigned Acquired Assets, Buyer agrees to purchase from the Seller at the purchase order price all property or services thereunder and the Seller agrees to sell the same to Buyer by reason at such price, on the terms set forth therein; and (ii) with respect to any sales order or service order included in the Acquired Assets, Buyer agrees to sell to the Seller any products required to complete such sales order or service order at the same price provided for therein and otherwise to complete such orders on behalf of the foregoing provisions of this Section 1.9Seller and the Seller agrees to purchase the same from Buyer at such price. Buyer shall provide all services necessary to complete such orders, this Agreement, if permitted by law, and the Seller shall constitute full and equitable assignment and transfer by Seller remit promptly to Buyer of all of amounts paid to the Seller’s right. (iii) with respect to any other Contract included in the Acquired Assets (each such Contract being a “Special Contract” and collectively, title and interest in and to, and all of Seller’s liabilities under those Laundry Leases (the “Equitably Assigned Special Contracts”). , the Seller shall at the Closing make available to the Buyer all contract rights and other benefits and obligations of the Special Contracts, on a subcontract or sublease basis or in some other appropriate manner to the fullest extent possible, and the Buyer shall be deemed considered an independent subcontractor or sublessee of the Seller, or an agent of the Seller, with respect to all matters concerning the Special Contracts. Without limiting the foregoing, the Buyer shall be considered the Seller’s agent for performing purposes of (i) collecting all amounts that may be due from the Third Party or Third Parties with respect to the Special Contracts; and (ii) negotiating or otherwise handling all disputes and issues that may arise in connection with the Special Contracts. Until consent to assignment of each Special Contract is obtained, the Buyer shall perform in accordance with the provisions of such Equitably Assigned Contract and completing, fulfilling and discharging Special Contract. The Buyer shall be entitled to retain all of Seller’s liabilities payments due from the Third Party or Third Parties under any such Equitably Assigned Contract that constitute Assumed Liabilitiesthe Special Contracts. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all Without prior written consent of the benefits other Party, neither the Seller nor the Buyer shall agree to any amendment, modification, extension, renewal, termination, or other change in the terms of such Equitably Assigned Contracts and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities)any Special Contract. (b) If the Seller shall be is unable to make assign, transfer, subcontract or sublease any Contract pursuant to Section 5.3(a) above, the equitable assignment described Parties each shall use Commercially Reasonable Efforts to otherwise place one another in Section 1.9(a), or the substantially identical economic position that they would have been in if such attempted transfer would adversely affect Contract had been transferred to the rights of Seller Buyer. (c) Notwithstanding the foregoing, nothing in this Section 5.3 shall act as a waiver or Buyer under any Laundry Lease, or would not assign all release of Seller’s rights thereunder, Seller and Buyer shall continue Stockholders’ obligation to cooperate and use all commercially reasonable efforts to provide Buyer deliver the consents required in connection with all such rightsany Contract included in the Acquired Assets. To the extent that any such consents are not obtained, or until the impediments Buyer elects to such transfer are resolved, consummate the transaction contemplated under this Agreement without the Seller shall use all commercially reasonable efforts to the extent permitted by law to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereof. To the extent that Buyer is provided Stockholders having delivered all of the benefits (including payment rights) necessary consents, the Closing shall not act as a waiver of the Seller’s obligation to deliver to such consents, and the Seller and Stockholders shall use their Commercially Reasonable Efforts to deliver such consents promptly after the Closing; provided, however, that if the Seller and Stockholders are unable to deliver a consent to any Contract included in the Acquired Assets, and the Seller and Stockholders have used their Commercially Reasonable Efforts in connection therewith, the Seller and Stockholders shall not be liable for any Losses incurred by the Buyer subsequent to the Closing resulting from or arising out of the failure of the Seller and Stockholders to deliver any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any and all claims made against Seller for Buyer’s acts and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Lease, and (iii) name Seller as an additional insured on Buyer’s insurance policies that provide coverage for Buyer’s performance under such Laundry Leaseconsent.

Procedures for Assets Not Transferable. (a) If any of the Laundry Leases or any other contract, agreement, property or rights right (including, without limitation, any Governmental Approval) included in the Subject Domestic Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties any third party, and any such consent is has not been obtained prior to the ClosingClosing Date and the Closing occurs, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer Purchaser shall not assume the Seller's obligations of Seller under any with respect thereto. In such Laundry Lease. case, Seller shall take all use commercially reasonable efforts to obtain such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing Date or otherwise obtain for Purchaser the practical benefit of such contract, agreement, property or right and Purchaser shall cooperate with Seller in a manner that Buyer believes will avoid endeavor. If any default, conflict order for the purchase of goods or termination of rights under such Laundry Leases. In the event that any Laundry Lease services included in the Subject Domestic Assets is not assigned assignable by Seller, Purchaser agrees to Buyer purchase from Seller at the purchase order price all property or services thereunder and Seller agrees to sell the same to Purchaser at such price, on the terms set forth therein. If any sales order or service order included in the Domestic Assets is not assignable by reason Seller, Purchaser agrees to sell to Seller any products required to complete such sales order or service order at the same price provided for therein and otherwise to complete such contracts on behalf of Seller and Seller agrees to purchase the foregoing provisions of this Section 1.9same from Purchaser at such price. Purchaser shall provide all services necessary to complete such contracts and orders, this Agreement, if permitted by law, shall constitute full and equitable assignment and transfer by Seller to Buyer of all of Seller’s right, title and interest in and to, and all of Seller’s liabilities under those Laundry Leases (the “Equitably Assigned Contracts”). Buyer shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take hold for Purchaser's account and promptly remit to Purchaser all commercially reasonable steps amounts payable with respect to such contracts. Prior to and actions after the Closing, Purchaser and Seller shall cooperate to provide Buyer with obtain all necessary consents to the transfer of the benefits of such Equitably Assigned Contracts and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities)Domestic Assets. (b) If Purchaser and Seller are unable to obtain any required consents to assign or subcontract any particular contract, or Seller and Purchaser agree that no such consent will be obtained, and no other mutually satisfactory arrangements are agreed to, then (i) such contract shall be unable deemed not to make have been transferred to Purchaser, and (ii) the equitable assignment described in Section 1.9(a), or Seller and Purchaser shall treat such unassigned contract as if Seller and Purchaser had entered into a seconding arrangement with respect to such attempted transfer would adversely affect unassigned contract as of the rights Closing Date. To implement the retroactive treatment of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunderunassigned contract as a seconded contract, Seller and Buyer Purchaser will enter into a seconding agreement in mutually agreeable form at the appropriate time. (c) At Closing, Purchaser and Seller shall enter into a Stock Retention Agreement in the form of Exhibit B hereto (the "STOCK RETENTION AGREEMENT") with respect to the Subsidiaries listed on Schedule 1.3. Pursuant to the Stock Retention Agreement, (i) Seller (either directly or through one of its wholly owned subsidiaries) shall continue to cooperate and use all commercially reasonable efforts hold legal title to provide Buyer with all such rights. To any capital stock included in the extent that any such consents are Shares for which a necessary consent to transfer has not been obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts to the extent permitted by law to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement designed to provide Purchaser shall have all beneficial ownership of such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Laundry Lease against any third party in accordance with the terms thereof. To the extent that Buyer is provided all of the benefits (including payment rights) of any such Laundry Lease (whether from Seller or otherwise), Buyer shall, at no cost to Seller, (i) perform for the benefit of any third party the obligations of Seller under such Laundry Lease to the extent constituting Assumed Liabilities, (ii) indemnify Seller for any and all claims made against Seller for Buyer’s acts and/or omissions on the premises of each such Laundry Lease and Buyer’s performance of or failure to perform Seller’s obligations under such Laundry Leasecapital stock, and (iii) name legal title to such capital stock shall transfer to Purchaser upon such necessary consent having been granted. Prior to and after the Closing, Purchaser and Seller as an additional insured on Buyer’s insurance policies shall cooperate to obtain all necessary consents to the transfer of the Shares that provide coverage for Buyer’s performance under such Laundry Leaseare subject to the Stock Retention Agreement.