Common use of Restricted Assets Clause in Contracts

Restricted Assets. (1) Nothing in this Agreement or in any document delivered contemporaneously with the execution of this Agreement by the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reasonable and lawful arrangement designed to provide the benefit of any Restricted Asset to the Purchaser; the Vendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, including the right to elect to terminate in accordance with the terms of the Restricted Asset at the direction and expense of the Purchaser; at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor shall promptly pay over or deliver to the Purchaser all moneys or other consideration paid to or received by the Vendor in respect of all Restricted Assets. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d).

Restricted Assets. (1a) Nothing in this Agreement or in any document delivered contemporaneously Seller shall, and shall cause the Company and the Asset Sellers (collectively, the "PE Group") to, use all reasonable efforts, and Buyer shall cooperate reasonably with the execution PE Group, (i) to promptly obtain the consents and waivers necessary to convey or cause to be conveyed to Buyer all of the Restricted Assets (which for purposes of this Agreement by Section 2.5 shall include the Parties capital stock of the Transferred Subsidiaries), and (ii) as of and subject to the occurrence of the Closing, to convey or prior to or at Closing as contemplated by or pursuant to this Agreement is cause to be construed conveyed to Buyer the Restricted Assets for which the Company received the necessary consents and waivers; provided, however, that Seller shall not, and shall cause the PE Group not to, amend or change any Restricted Asset without the prior written consent of Buyer unless Seller reasonably deems it necessary to preserve the value of the Restricted Asset. Seller shall, and shall cause the PE Group to, cooperate with Buyer in making applications and filings or taking any other action necessary for Buyer to obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a salematter of law. In no event shall Buyer's cooperation hereunder require Buyer to make any payments or incur any out-of- pocket expenses, except that Buyer shall reimburse Seller for any consideration paid, with the prior approval of Buyer, to any Person from whom a consent or waiver is requested. (b) To the extent that the consents and waivers necessary to assign, transfer, conveyance sublease or assignment sublicense any of the Restricted Assets are not obtained, Seller shall, commencing on the Closing Date and continuing for the duration thereof or until such time as any Restricted Assets have been transferred to Buyer pursuant to Section 2.5(d) or otherwise disposed of in accordance with Section 2.5(e), use all reasonable efforts to (i) provide to Buyer the benefits of any such Restricted Asset by not assigned, transferred or subleased due to Seller's or the Vendor PE Group's failure or inability to the Purchaser without first obtaining the Approvals necessary to sellobtain such consent or waiver, transfer, convey or assign and manage and operate the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust Assets for the Purchaser benefit and the Purchaser shall perform the covenants and obligations thereunder in the name account of and Buyer, with all gains, income, losses, Taxes or other items generated thereby to be for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor Buyer, (without any additional expense ii) cooperate with Buyer to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during such period and (iii) enforce at the benefit request of Buyer, or allow Buyer to enforce, any Restricted Asset to rights of the Purchaser; the Vendor shall enforce PE Group under any of its rights arising from any such Restricted Asset against the issuer thereof or with respect of any third Person, the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of Buyer); provided, however, that the reasonable costs and expenses of the PE Group (including reasonable professional fees and expenses) incurred at Buyer's request with respect to any of the actions contemplated under (iii) above shall be promptly paid or reimbursed by Buyer to Seller. Upon the transfer or disposition or termination of any Restricted Asset, the PE Group shall have no further duties or obligations under this Section 2.5 with respect to such Restricted Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall not be a breach of this Agreement so long as the Asset Sellers have carried out their obligations under this Section 2.5. Prior thereto and subject to applicable law and regulations (including, without limitation, all laws and regulations requiring investment approvals or consents or anti-monopoly clearances, exemptions or waivers in connection with any disposition of the Restricted Asset at the direction Assets, and expense all exchange controls and laws concerning foreign corrupt practices, expatriation of the Purchaser; at the Purchaser's requestfunds or otherwise), the Vendor shall take all actions and doPE Group shall, or cause to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor shall promptly pay over or deliver to the Purchaser all moneys or other consideration paid to or received by the Vendor in respect of any Restricted Assets, use all reasonable efforts to follow and implement the reasonable written instructions and policies of Buyer relating to the holding, management and operation of the Restricted Assets. (3c) Nothing in To the extent that Buyer is provided the benefits of any Restricted Asset pursuant to clause (b) of this Section 2.2 constitutes a waiver 2.5, Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of any right member of the Purchaser PE Group thereunder or in connection therewith, but only to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d).extent that (i) such action by Buyer would not result in any default thereunder or in connection therewith and

Restricted Assets. (1) Nothing Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any document delivered contemporaneously with asset, claim, right or benefit the execution assignment or transfer of which is otherwise contemplated by this Agreement by if such assignment or transfer (or attempt to make such an assignment or transfer) without the Parties consent or prior to approval of a third party would constitute a breach or at Closing as contemplated by other contravention of the rights of such third party, or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals necessary to sell, transfer, convey Assets”); and any assignment or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the Purchaser are obtained: the Vendor Closing, (i) Parent shall apply for and continue, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof any such consent or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shall, approval and (ii) to the extent permitted by Applicable Law practicable, the Buyer and Parent agree to negotiate in good faith with respect to alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the provisions of that benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Asset, hold ; provided that Restricted Asset (without any additional expense to Buyer shall pay or satisfy all the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reasonable and lawful arrangement designed documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection with any such alternative arrangements; provided further that Parent shall have no obligation to provide the benefit of pay money or make any Restricted Asset concessions to the Purchaser; the Vendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, including the right to elect to terminate in accordance with the terms of the Restricted Asset at the direction and expense of the Purchaser; at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor shall promptly pay over or deliver to the Purchaser all moneys or other consideration paid to or received by the Vendor in respect of all Restricted Assets. (3) obtain consents. Nothing in this Section 2.2 constitutes 2(d) shall be deemed a waiver by Buyer to receive an effective assignment of the Acquired Assets upon the receipt of any right such consent or approval nor shall any of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d)Restricted Assets be deemed Excluded Assets for any other purposes hereunder.

Restricted Assets. (1a) Nothing in With respect to United and the Purchased Assets, Schedule 5.2 sets forth each material contract, license, lease, permit, right or other agreement or commitment which is an asset not capable of being validly assigned, transferred or subleased without the consent or waiver of the issuer thereof or the other party thereto or any third person (including a government or governmental unit), or with respect to which such assignment, transfer or sublease or attempted assignment, transfer or sublease could constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary consents and waivers for the assignment, transfer or sublease of such assets is not a condition precedent to Buyer's obligations hereunder. If the necessary consents and waivers are not received on or before the Closing Date, this Agreement shall not constitute an assignment, transfer or in any document delivered contemporaneously with the execution of this Agreement by the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyancesublease thereof, or assignment is permitted. (2) Until all Approvals necessary to sellan attempted assignment, transfertransfer or sublease thereof; provided, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shallhowever, to the extent permitted United may do so without incurring liability, United shall assign and Buyer shall assume the beneficial ownership and all rights and obligations under the Restricted Assets so Buyer can enjoy the practical benefits of such assets until they can be legally assigned and assumed by Applicable Law United and Buyer, respectively. (b) United shall use reasonable efforts, and Buyer shall cooperate with United (i) to obtain the provisions consents and waivers and other agreements necessary to convey to Buyer all of the Restricted Assets, and (ii) if subsequent to Closing, to promptly convey to Buyer the Restricted Assets for which United has received the necessary consents and waivers; provided, however, that any consideration paid therefor to the person from whom the consent or waiver is requested shall be borne by Buyer (upon its approval). (c) To the extent that the consents and waivers necessary to assign, transfer or sublease the Restricted Assets are not obtained by United, United shall, during the six-month period commencing with the Closing Date or such longer period as United in its sole judgment may desire (but, as to any particular Restricted Asset, hold that for the current term thereof), use reasonable efforts to (i) provide to Buyer the benefits of the Restricted Asset not assigned, transferred or subleased due to United's failure to obtain such consent or waiver, (without any additional expense ii) cooperate with Buyer to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during the benefit six-month period commencing on the Closing Date, and (iii) enforce, at the request of Buyer, any rights of United under any Restricted Asset to Asset, against the Purchaser; issuer thereof or the Vendor shall enforce any of its rights arising from any Restricted Asset against other party or with respect of any third Person, parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the advice of Buyer); provided, however, that all costs and expenses of United incurred with respect to any of the actions contemplated under this sub section (c) shall be promptly paid or reimbursed by Buyer to United. At the end of such six-month period or the current term of the Restricted Asset at (or such longer period, as United may desire), United shall have no further duties or obligations hereunder with respect to such Restricted Assets and the direction and expense failure to obtain any necessary consent or waiver with respect thereto shall in no event be a breach of this Agreement. (d) To the extent that United is provided the benefits pursuant to this Section 5.2 of any Restricted Asset, United shall perform for the benefit of the Purchaser; at issuer thereof, or the Purchaser's requestother party or parties thereto, the Vendor obligations of United thereunder or in connection therewith, but only to the extent that (i) such action by Buyer would not result in any default thereunder or in connection therewith and (ii) such obligation would have been a liability of Buyer but for the non-assignability or non- transferability thereof; provided, however, that if Buyer shall take all actions and dofail to perform to the extent required herein, or cause United shall thereafter cease to be done, all such things so as to preserve the value obligated under this Section 5.2 in respect of the Restricted Asset for benefit which is the subject of such failure to perform unless and until such situation is remedied, or, at the Purchaser; and the Vendor sole option of United, Buyer shall promptly pay over or deliver reimburse United all costs incurred by United to the Purchaser all moneys or other consideration paid remedy such failure to or received by the Vendor in respect perform during such period of all Restricted Assetsfailure of performance. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d).

Restricted Assets. (1) Nothing in this Agreement or in any document delivered contemporaneously The Sellers shall use all reasonable efforts, and the Buyer shall cooperate reasonably with the execution of this Agreement by Sellers, (i) to promptly obtain the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals consents and waivers necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be doneconveyed to the Buyer all of the Restricted Assets, all and (ii) as of and subject to the occurrence of each Closing, to promptly convey or cause to be conveyed to the Buyer the Restricted Assets to be conveyed to the Buyer at such things in its name Closing for which the Sellers have received the necessary consents and waivers; provided, however, that the Sellers shall not amend or otherwise so as change any Restricted Asset without the prior written consent of the Buyer unless the Sellers reasonably deem it necessary to provide preserve the Purchaser value of the Restricted Asset. The Sellers shall cooperate with the benefit Buyer in making applications and filings or taking any other action necessary for the Buyer to obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a matter of law. In no event shall the Buyer's cooperation hereunder require the Buyer to make any payments or incur any out-of-pocket expenses, except that the Buyer shall reimburse the Sellers on an equitable basis for any consideration paid, with the prior approval of the Buyer, to any person from whom a consent or waiver is requested. To the extent that the consents and waivers necessary to assign, transfer, sublease or sublicense any of the Restricted Assets are not obtained, the Sellers shall, during the period commencing on the U.S. Closing Date (or, in the case of Restricted Assets held by BC France, the France Closing Date) and continuing for the duration of each such Restricted Asset, including cooperating use reasonable efforts to (i) provide to the Buyer the benefits of any such Restricted Asset not assigned, transferred or subleased due to the Sellers' failure or inability to obtain such consent or waiver, (ii) cooperate with the Purchaser in any Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to the benefit Buyer during such period, and (iii) enforce at the request of the Buyer, or allow the Buyer to enforce (and, for such purpose, each Seller hereby constitutes and appoints the Buyer as its true and lawful attorney-in-fact), any rights of any Restricted Asset to of the Purchaser; the Vendor shall enforce Sellers under any of its rights arising from any PAGE such Restricted Asset against the issuer thereof or with respect of any third Person, the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of the Buyer); provided, however, that the reasonable costs and expenses of the Sellers incurred at the Buyer's request with respect to any of the actions contemplated under clause (iii) above shall be promptly paid or reimbursed by the Buyer to the Sellers. At the end of each such period, the Sellers shall have no further duties or obligations under this Section 2.10 with respect to such Restricted Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall not constitute a breach of this Agreement so long as the Sellers have carried out their obligations under this Section 2.10. To the extent that the Buyer is provided the benefits of any Restricted Asset pursuant to clause (b) of this Section 2.10, the Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of the applicable Seller thereunder or in connection therewith, but only to the extent that (i) such action by the Buyer would not result in any default thereunder or in connection therewith and (ii) such obligation would have been an Assumed Liability but for the non-assignability or non-transferability thereof; provided, however, that if the Buyer shall fail to perform to the extent required herein, the Sellers shall thereafter cease to be obligated under this Section 2.10 to provide the Buyer with any benefits in respect of the Restricted Asset which is the subject of such failure to perform unless and until such situation is remedied or, at the direction and expense sole option of the Purchaser; at the Purchaser's requestapplicable Seller, the Vendor Buyer shall promptly pay or reimburse such Seller for all costs reasonably incurred by such Seller to remedy such failure to perform during such period of failure of performance. Sellers' Representative. In order to efficiently administer the transactions contemplated hereby, including (i) the determination of any adjustment to the Purchase Price pursuant to Section 2.6, (ii) the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated hereby, and (iii) the defense and/or settlement of any claims for which any of the Sellers may be required to indemnify or reimburse the Buyer pursuant to the Escrow Agreement, the BC France Escrow Agreement or Article VIII below, the Sellers hereby designate Black Xxxxxxx as their representative (the "Sellers' Representative"). The Sellers hereby authorize the Sellers' Representative (i) to make all decisions relating to the determination of any PAGE adjustment to the Purchase Price pursuant to Section 2.6 and the delivery of all or any portion of the Escrow Fund with respect thereto, (ii) to take all actions and doaction necessary in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated hereby, or cause the defense and/or settlement of any claims for which any of the Sellers may be required to indemnify the Buyer pursuant to Article VIII below, (iii) to give and receive all notices required to be donegiven under this Agreement, the Escrow Agreement or the BC France Escrow Agreement, (iv) to waive compliance with any of the terms of this Agreement, the Escrow Agreement or the BC France Escrow Agreement, and (v) to take any and all additional action as is contemplated to be taken by or on behalf of any or all of the Sellers by the terms of this Agreement, the Escrow Agreement and/or the BC France Escrow Agreement. In the event that the Sellers' Representative becomes unable to perform its responsibilities hereunder or resigns from such things so position, the remaining Sellers shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Sellers' Representative for all purposes of this Agreement and the documents delivered pursuant hereto; provided, however, that if the remaining Sellers shall fail to select another representative within ten business days following the event giving rise to such vacancy, the Buyer may select one of the remaining Sellers to fill such vacancy. All decisions and actions by the Sellers' Representative, including without limitation any agreement between the Sellers' Representative and the Buyer relating to the determination of any adjustment to the Purchase Price pursuant to Section 2.6 and the defense or settlement of any claims for which any of the Sellers may be required to indemnify the Buyer pursuant to Article VIII below, shall be binding upon all of the Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. By its execution of this Agreement, each Seller agrees that: the Buyer shall be able to rely conclusively on the instructions and decisions of the Sellers' Representative as to preserve the value determination of any adjustment to the Purchase Price pursuant to Section 2.6, the settlement of any claims for indemnification by the Buyer pursuant to Article VIII below or any other actions required or permitted to be taken by the Sellers' Representative hereunder or under the Escrow Agreement or the BC France Escrow Agreement, and no party hereunder shall have any cause of action against the Buyer to the extent the Buyer has relied upon the instructions or decisions of the Restricted Asset for benefit Sellers' Representative; PAGE all actions, decisions and instructions of the PurchaserSellers' Representative shall be conclusive and binding upon all of the Sellers and no Seller shall have any cause of action against the Sellers' Representative for any action taken, decision made or instruction given by the Sellers' Representative under this Agreement, except for fraud or willful breach of this Agreement by the Sellers' Representative; the provisions of this Section 2.11 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement; remedies available at law for any breach of the provisions of this Section 2.11 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 2.11; and the Vendor provisions of this Section 2.11 shall promptly pay over be binding upon the representatives, successors and assigns of each Seller, and any references in this Agreement to a Seller or deliver the Sellers shall mean and include the successors to the Purchaser all moneys Seller's rights hereunder, whether pursuant to operation of law or other consideration paid to or received otherwise. All fees and expenses incurred by the Vendor in respect of all Restricted AssetsSellers' Representative shall be paid by the Sellers. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d).

Restricted Assets. (1a) Nothing in this Agreement or in any document delivered contemporaneously The Sellers shall use all reasonable efforts, and the Buyer shall cooperate reasonably with the execution of this Agreement by Sellers, (i) to promptly obtain the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals consents and waivers necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be doneconveyed to the Buyer all of the Restricted Assets, all such things in its name and (ii) as of and subject to the occurrence of the Closing, to promptly convey or otherwise so as cause to provide be conveyed to the Purchaser Buyer the Restricted Assets for which the Sellers have received the necessary consents and waivers; provided, however, that the Sellers shall not amend or change any Restricted Asset without the prior written consent of the Buyer unless the Sellers reasonably deem it necessary to preserve the value of the Restricted Asset. The Sellers shall cooperate with the benefit Buyer in making applications and filings or taking any other action necessary for the Buyer to obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a matter of law. In no event shall the Buyer's cooperation hereunder require the Buyer to make any payments or incur any out-of-pocket expenses, except that the Buyer shall reimburse the Sellers on an equitable basis for any consideration paid, with the prior approval of the Buyer, to any person from whom a consent or waiver is requested. In no event shall either Seller be required to make any payments or incur any out-of-pocket expenses in connection with performing its obligations under this Section 2.9 relating to any client services agreement. (b) To the extent that the consents and waivers necessary to assign, transfer sublease or sublicense any of the Restricted Assets are not obtained, the Sellers shall, commencing on the Closing Date and continuing for the duration of each such Restricted Asset, including cooperating use reasonable efforts to (i) provide to the Buyer the benefits of any such Restricted Asset not assigned, transferred or subleased due to the failure or inability of either Seller to obtain such consent or waiver, (ii) cooperate with the Purchaser in any Buyer to reach a reasonable and lawful arrangement designed to provide the benefit of any Restricted Asset such benefits to the Purchaser; Buyer during such period, and (iii) enforce at the Vendor shall request of the Buyer, or allow the Buyer to enforce (and, for such purpose, each Seller hereby constitutes and appoints the Buyer as its true and lawful attorney-in-fact), any rights of its rights arising from either Seller under any such Restricted Asset against the issuer thereof or with respect of any third Person, the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of the Buyer); provided, however, that the reasonable costs and expenses of either Seller incurred at the Buyer's request with respect to any of the actions contemplated under clause (iii) above shall be promptly paid or reimbursed by the Buyer to Renaissance. At the end of each such period, neither Seller shall have any further duties or obligations under this Section 2.9 with respect to such Restricted Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall not be a breach of this Agreement so long as such Seller has carried out its obligations under this Section 2.9. (c) To the extent that the Buyer is provided the benefits of any Restricted Asset pursuant to clause (b) of this Section 2.9, the Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of either Seller thereunder or in connection therewith, but only to the extent that (i) such action by the Buyer would not result in any default thereunder or in connection therewith and (ii) such obligation would have been an Assumed Liability but for the non-assignability or non- transferability thereof; provided, however, that if the Buyer shall fail to perform to the extent required herein, the applicable Seller shall thereafter cease to be obligated under this Section 2.9 to provide the Buyer with any benefits in respect of the Restricted Asset which is the subject of such failure to perform unless and until such situation is remedied or, at the direction and expense sole option of the Purchaser; at the Purchaser's requestapplicable Seller, the Vendor shall take all actions and do, or cause to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor Buyer shall promptly pay over or deliver reimburse such Seller for all costs reasonably incurred by such Seller to the Purchaser all moneys or other consideration paid remedy such failure to or received by the Vendor in respect perform during such period of all Restricted Assetsfailure of performance. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d).

Restricted Assets. (1) Nothing in this Agreement or in any document delivered contemporaneously with Prior to and after the execution of this Agreement by Closing, the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor DataVoN Sellers and Buyer shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its their respective best efforts to obtain the necessary Approvals Approval of any third party that is required in a form satisfactory to connection with the Purchaser acting reasonably; if transfer of the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to ClosingAssets as listed on Schedule 1.1(c), the Vendor and upon receipt of such Approval such Restricted Assets shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account further consideration or action of the Vendor parties, be deemed to be contributed, conveyed, granted, assigned and transferred to Buyer and shall hold all benefits existing thereunder for the account thereafter constitute part of the Vendor (without Transferred Assets as if they had been so sold, conveyed, granted, assigned and transferred as of the Closing Date. If for any additional expense to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reasonable and lawful arrangement designed to provide the benefit of reason any Restricted Asset cannot be transferred to Buyer, as a result of the Purchaser; inability to obtain a required consent or otherwise, this Agreement shall constitute an equitable assignment by each DataVoN Seller to Buyer of all of such DataVoN Seller's rights, benefits, title and interest in and to such Restricted Assets, and the Vendor Buyer and the DataVoN Sellers shall enforce any use their respective best efforts to give Buyer benefits of its rights arising from any such Restricted Asset against or as if it had been transferred to Buyer as of the Closing Date, including, but not limited to, (i) Buyer's receiving all economic benefits of such Restricted Assets, (ii) Buyer's enforcing any rights of a DataVoN Seller arising with respect of to any third Personsuch Restricted Assets (including, including without limitation, the right to elect to terminate in accordance with the terms thereof upon the advice of such DataVoN Seller), and (iii) Buyer's enforcing any rights arising with respect to such Restricted Assets as if they had been sold, conveyed, assigned or transferred to Buyer. Each DataVoN Seller hereby agrees that in the event of the transfer or assignment of any Restricted Asset at the direction and expense of the Purchaser; at the Purchaser's requestAsset, the Vendor transferee or assignee thereof shall take all actions and doagree, as a condition to such transfer or cause assignment, to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor shall promptly pay over or deliver to the Purchaser all moneys or other consideration paid to or received bound by the Vendor in respect terms of all Restricted Assets. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d1.1(c).

Restricted Assets. (1) Nothing Notwithstanding any other provision in this Agreement to the contrary, no asset, claim, right or in any document delivered contemporaneously with benefit, the execution assignment or transfer of which is otherwise contemplated by this Agreement by the Parties (or prior to any Transaction Document), other than any Shared Contracts or at Closing as contemplated by any rights or pursuant to this Agreement is benefits to be construed assigned or transferred to Purchaser thereunder, which are addressed in Section 6.9, shall be assigned or transferred if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach, violation or other contravention of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as a sale“Restricted Assets”) until such consent or approval is obtained, transfer, conveyance or assignment of any at which time such Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals necessary to sell, transfer, convey shall be automatically assigned or assign the Restricted Asset to the Purchasertransferred. The Vendor Seller shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply be solely responsible for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset shall pay any and all costs and fees associated with obtaining such consent or approval. If any such consent or approval is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to the Closing, then until the Vendor earliest date when (a) such consent or approval is obtained, (b) the earlier termination or expiration of the then-current term of such Restricted Asset and (c) [***] months following the Closing Date: (i) the Seller shall, beginning on the Closing Date (x) upon request of Purchaser, continue to use its commercially reasonable efforts to coordinate with Purchaser in attempting to obtain any such consent or approval and (y) endeavor to provide Purchaser with the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that benefits under each Restricted Asset as if such Restricted Asset had been assigned to Purchaser (without including by means of any additional expense to licensing, operating, subcontracting, sublicensing or subleasing arrangement), if the Vendor whatsoeversame is permitted under the ACTIVE/123404471.12 applicable Restricted Asset and (ii) in trust for the Purchaser and the avoidance of doubt, Purchaser shall pay, perform or otherwise discharge all of the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense Seller pursuant to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all each such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reasonable and lawful arrangement designed to provide the benefit of any Restricted Asset to the Purchaser; the Vendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, including the right to elect to terminate (in accordance with the respective terms and subject to the respective conditions thereof); provided, however, that Purchaser shall use its commercially reasonable efforts to assist and cooperate with the Seller in connection therewith; and, provided, further, that none of the Restricted Asset at the direction and expense of the Purchaser; at the Purchaser's request, the Vendor Seller or any its Affiliates shall take all actions and do, or cause be required to pay money to any Third Party (unless such amounts are agreed to be donereimbursed by Purchaser), all commence any litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor shall promptly pay over or deliver to the Purchaser all moneys or other consideration paid to or received by the Vendor in respect of all Restricted Assetsefforts. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d).

Restricted Assets. (1) Nothing in this Agreement or in any document delivered contemporaneously with the execution of this Agreement by the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: : (a) the Vendor shall apply for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; ; (b) if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); ; (c) at the Purchaser's ’s request, the Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reasonable and lawful arrangement designed to provide the benefit of any Restricted Asset to the Purchaser; ; (d) the Vendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, including the right to elect to terminate in accordance with the terms of the Restricted Asset at the direction and expense of the Purchaser; ; (e) at the Purchaser's ’s request, the Vendor shall take all actions and do, or cause to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and and (f) the Vendor shall promptly pay over or deliver to the Purchaser all moneys or other consideration paid to or received by the Vendor in respect of all Restricted Assets. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d).

Restricted Assets. (1a) Nothing in this Agreement Buyer and Seller acknowledge that there are certain of Seller's Material Contracts, licenses, leases, permits, rights or in other agreements or commitments which are not capable of being validly assigned, transferred or subleased without the consent or waiver of the issuer thereof or the other party thereto or a third person (including a government or governmental unit), or with respect to which such assignment, transfer or sublease or attempted assignment, transfer or sublease could constitute a breach thereof or a violation of a law, decree, order, regulation or other governmental edict (any document delivered contemporaneously with the execution of this Agreement by the Parties or prior such item is hereinafter referred to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale"Restricted Asset"). The receipt of the necessary consents and waivers for the assignment, transfer, conveyance transfer or assignment sublease of the Restricted Assets is not a condition precedent to Buyer's obligations hereunder. If the necessary consents and waivers with respect to any Restricted Asset by are not received on or before the Vendor to the Purchaser without first obtaining the Approvals necessary to sellClosing Date, transferthis Agreement shall not constitute an assignment, convey transfer or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyancesublease thereof, or assignment is permitted. (2) Until all Approvals necessary to sellan attempted assignment, transfertransfer or sublease thereof; PROVIDED, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shallHOWEVER, to the extent permitted Seller may do so without incurring any liability whatsoever, Seller shall assign and Buyer shall assume the beneficial ownership and all rights and obligations under the Restricted Assets so Buyer can enjoy the practical benefits of such assets until they can be legally assigned by Applicable Law Seller and assumed by Buyer. (b) Buyer, at its option, may use reasonable efforts, and Seller shall cooperate with Buyer (i) to obtain the provisions consents and waivers and other agreements necessary to convey to Buyer such of the Restricted Assets as Buyer may desire, and (ii) if such consents, waivers and other agreements are obtained subsequent to Closing, to promptly convey to Buyer the Restricted Assets for which the necessary consents and waivers have been received; PROVIDED, HOWEVER, that any consideration paid therefor to the person from whom the consent or waiver is requested shall be borne by Buyer. (c) To the extent that the consents and waivers necessary to assign, transfer or sublease the Restricted Assets are not obtained, Seller shall, during the six (6) month period commencing with the Closing Date (but, as to any particular Restricted Asset, hold that for the current term thereof only), use reasonable efforts to (i) provide to Buyer the benefits of the Restricted Asset not assigned, transferred or subleased, (without any additional expense ii) cooperate with Buyer to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during the benefit six (6) month period commencing on the Closing Date, and (iii) enforce, at the request of Buyer, any rights of Seller under any Restricted Asset to Asset, against the Purchaser; issuer thereof or the Vendor shall enforce any of its rights arising from any Restricted Asset against other party or with respect of any third Person, parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the advice of Buyer); PROVIDED, HOWEVER, that all costs and expenses of Seller incurred with respect to any of the actions contemplated under this sub section (c) shall be promptly paid or reimbursed by Buyer to Seller. At the end of such six (6) month period or the current term of the Restricted Asset, Seller shall have no further duties or obligations hereunder with respect to such Restricted Asset. The failure to obtain any necessary consent or waiver with respect to any Restricted Asset shall in no event be a breach of this Agreement. (d) To the extent that Buyer is provided the benefits pursuant to this Section 6.1 of any Restricted Asset, Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of Seller thereunder or in connection therewith; PROVIDED, HOWEVER, that if Buyer shall fail to perform to the extent required herein, Seller shall thereafter cease to be obligated under this Section 6.1 in respect of the Restricted Asset at which is the direction subject of such failure by Buyer to perform, and expense of the Purchaser; at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor Buyer shall promptly pay over or deliver reimburse Seller all costs incurred by Seller to the Purchaser all moneys or other consideration paid remedy such failure to or received by the Vendor in respect perform during such period of all Restricted Assetsfailure of performance. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals on the Closing Date pursuant to Section 4.1(1)(d).