Common use of Restricted Contracts Clause in Contracts

Restricted Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any Transferred Contract to the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without the consent, approval or waiver of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any of the Transferred Assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”), and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any such Restricted Contract shall be made subject to such consent, approval or waiver being obtained. To the extent not prohibited by applicable Law, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (A) to the extent not prohibited by applicable Law (including the UK Code), ABI shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Contract and (C) notwithstanding anything to the contrary in this Agreement, no such Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms of this Agreement.

Restricted Contracts. Notwithstanding anything in this Agreement The parties understand and agree that if, as of the Closing, Seller shall not have effectively obtained any or all required consents of any third party(ies) to the contraryassignment of the Assumed Contracts identified on Schedule 2.3(a) (each hereinafter referred to as a “Restricted Contract”) contemplated to be assigned to Purchaser hereunder, this Agreement shall not constitute an agreement in respect of which such third party’s consent to assign or transfer any interest is required in any Transferred order to preserve the value of such Restricted Contract to for Purchaser, then (a) the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without by Seller and the consent, approval or waiver assumption by Purchaser of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any of the Transferred Assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”), and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any such Restricted Contract shall be made subject not become effective at Closing or thereafter until Seller shall have obtained the requisite consent to assign, (b) such assignment and assumption shall become effective as aforesaid subsequent to Closing pursuant to such consent, approval or waiver being obtained. To the extent not prohibited by applicable Law, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates documentation as shall be required reasonably acceptable to pay Purchaser and Seller, and (c) Seller shall not take nor permit any material amounts action which would impair the full force and effect of such Restricted Contract, or otherwise cause or permit the modification, amendment, or termination of such Restricted Contract (except insofar as consented to by Purchaser, which consent shall not be unreasonably withheld or delayed) until the effective assignment thereof as aforesaid. Seller shall have no liability to Purchaser under this Agreement subsequent to Closing as a result of not effectively obtaining any consents of any third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (Aparty(ies) to the extent not prohibited by applicable Law (including assignment of any Restricted Contract to Purchaser, provided that Seller is otherwise in compliance with its obligations set forth in this Section 2.7. For the UK Code)avoidance of doubt, ABI the parties confirm and agree that this Section 2.7 shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none have no effect on the obligations of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI Purchaser and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens BMI with respect to any such Restricted Contract the AEA Supply Agreement and (Cthe Royalty Agreements as set forth in Sections 2.3(e), 2.3(g), 9.3(e), 9.3(f) notwithstanding anything to the contrary in this Agreement, no such Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms other applicable provisions of this Agreement.

Restricted Contracts. Notwithstanding anything The parties understand and agree that, without limiting any representation, warranty, condition, covenant or indemnification contained in this Agreement Agreement, if, as of the Closing, Seller shall not have effectively obtained any or all consents of any third party(ies) to the contraryassignment of the contracts, this Agreement shall not constitute an agreement agreements, arrangements and understandings set forth and described on Schedule 2 or entered into after the date hereof as provided in the definition of Information Technology Assets (each a “Restricted Contract”) contemplated to be assigned to Buyer hereunder, in respect of which such third party’s consent to assign is required in order to preserve the value of such Restricted Contract for Seller or transfer any interest in any Transferred Contract to otherwise, then (a) the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without by Seller and the consent, approval or waiver assumption by Buyer of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any of the Transferred Assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”), and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any such Restricted Contract shall be made subject not become effective at Closing or thereafter until Seller shall have obtained the requisite consent to assign (which Seller shall use commercially reasonable efforts to obtain, together with the cooperation of Buyer), (b) such assignment and assumption shall become effective as aforesaid subsequent to Closing pursuant to such consentdocumentation as shall be reasonably acceptable to Buyer and Seller, approval and (c) Seller shall not take nor permit any action which would impair the full force and effect of such Restricted Contract, or waiver being obtainedotherwise cause or permit the modification, amendment, or termination of such Restricted Contract (except insofar as consented to by Buyer, which consent shall not be unreasonably withheld or delayed) until the effective assignment thereof as aforesaid. The parties understand and agree that Seller, subsequent to the Closing, shall not be entitled to any of the rights and privileges under any Restricted Contract, all of which shall accrue to the benefit of Buyer, and Seller shall be deemed to hold such Restricted Contract in trust for Buyer. To the extent not prohibited by applicable Lawthat Buyer is able to receive the economic rights and privileges under any Restricted Contract, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates Buyer shall be required responsible for the liabilities assumed by Buyer pursuant to pay any material amounts to third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (A) to the extent not prohibited by applicable Law (including the UK Code), ABI shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any Section 1.3 arising under such Restricted Contract and (C) notwithstanding anything to the contrary in this Agreement, no such Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms of this AgreementContract.

Restricted Contracts. (i) Notwithstanding anything any other provision in this Agreement to the contrary, this Agreement no Assigned Contract shall not constitute an agreement to assign be assigned or transferred if such assignment or transfer any interest in any Transferred Contract to the extent such an assignment or transfer, (or attempt to make such an assignment or transfer, ) without the consent, approval or waiver Consent of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with breach, violation or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any other contravention of the Transferred Assets pursuant to, (iv) give any rights of such third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”)) until such Consent or approval is obtained, and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any at which time such Restricted Contract shall be made subject automatically assigned or transferred to Purchaser for no additional consideration, where such consentassignment or transfer shall be deemed to have occurred as of the Closing, approval or waiver being obtained. To except to the extent not prohibited the date of such third party Consent is deemed by applicable LawLaw to have occurred on another date, ABI in which case, such assignment or transfer shall be deemed to have occurred as of such date. (ii) From the date hereof until the earlier of (x) the expiration or termination of the relevant Restricted Contract and (y) the date on which the Consent or approval of the relevant third party with respect to the assignment of such Restricted Contract is obtained, each of Seller and Purchaser shall use commercially reasonable best efforts to cause Xxxxxx Parent and its Affiliates coordinate with each other in attempting to obtain any such consents, approvals Consent or waivers prior to the Closing; provided, however, approval (provided that none of ABI, Xxxxxx Parent or any of their respective Affiliates neither Party shall be required to pay any material amounts amount to third parties any counterparty to obtain a Restricted Contract as part of such consents Consent or approvals. In approval process); provided that, for the event any such consentavoidance of doubt, approval or waiver is not obtained prior to the Closing (Anothing in this Section 2.01(c) to the extent not prohibited by applicable Law (including the UK Code), ABI shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none of ABI, Xxxxxx Parent require Seller or any of their respective its Affiliates to renew any Restricted Contract in accordance with its terms. (iii) From and after the Closing until the earlier of (x) the expiration or termination of the relevant Restricted Contract and (y) the date on which the Consent or approval of the relevant third party with respect to the assignment of such Restricted Contract is obtained, Seller shall be required to pay any material amounts to third parties in connection promptly provide Purchaser with the foregoingmonies, goods or other benefits under each Restricted Contract as if such Restricted Contract had been assigned to Purchaser (including by means of any licensing, subcontracting, sublicensing or subleasing arrangement), if the same is permitted under the applicable Restricted Contract. (Biv) to If Purchaser is provided the extent not prohibited benefits under a Restricted Contract as contemplated by applicable LawSection 2.01(c)(iii), ABI and Buyer Purchaser shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving bear all the benefits Liabilities (other than Retained Liabilities) and bearing all the costs, liabilities and burdens performance obligations with respect to any such Restricted Contract and (C) notwithstanding anything to Contract, if the contrary in this Agreement, no such same is permitted under the applicable Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms of this AgreementContract.

Restricted Contracts. Notwithstanding anything in this Agreement (a) In the event that consents to the contrary, this Agreement shall not constitute an agreement to assign transfer or transfer any interest in any Transferred Contract to the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without the consent, approval or waiver of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any Assumed Contracts or Leases listed in Section 1.01(c) of the Transferred Assets pursuant to, Disclosure Schedule have not been obtained by the Closing Date (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, all such Transferred Contract (such Transferred Assumed Contracts being and Leases collectively referred to herein as the “Restricted Contracts”), RARE shall, and any transfer shall cause the other Seller to, use commercially reasonable efforts, and Purchaser shall use commercially reasonable efforts to cooperate with the Sellers, to (i) promptly obtain the consents or assignment waivers necessary to Buyer by ABI assign the Restricted Contracts to Purchaser, and (ii) convey to Purchaser, the Restricted Contracts for which the Sellers have received the necessary consents or waivers. (b) To the extent that the consents or waivers necessary to assign any of its the Restricted Contracts are not obtained as of the Closing Date, RARE shall, and shall cause the other Seller to, commencing on the Closing Date and continuing until the date on which the Sellers’ rights in respect of the applicable Subsidiaries Restricted Contracts expire, use commercially reasonable efforts to (i) provide to Purchaser the benefits of any interest such Restricted Contract not assigned due to the applicable Seller’s failure or inability, as the case may be, to obtain such consent or waiver, (ii) cooperate with Purchaser to reach a reasonable and lawful arrangement designed to provide the benefits of each such Restricted Contract to Purchaser during the term of such Restricted Contract and (iii) enforce at the request and expense of Purchaser, or allow Purchaser to enforce, any rights of the applicable Seller under any such Restricted Contract shall be made subject to such consent, approval against the other party or waiver being obtained. To the extent not prohibited by applicable Law, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (A) to the extent not prohibited by applicable Law thereto (including the UK Code), ABI shall continue right to use reasonable best efforts elect to obtain any such consent, approval or waiver (it being understood that none of ABI, Xxxxxx Parent or terminate any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Contract and (C) notwithstanding anything to the contrary in this Agreement, no such Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected foregoing in accordance with the terms thereof upon the request of Purchaser). Except as set forth above, the Sellers shall have no further duties or obligations with respect to such Restricted Contracts and the failure or inability to obtain any necessary consent or waiver with respect thereto shall not be a breach of this AgreementAgreement so long as the Sellers have carried out their obligations under this Section 6.13. (c) To the extent that Purchaser is provided the benefits of any Restricted Contract pursuant to clause (b) of this Section 6.13, Purchaser shall perform for the benefit of the other party or parties thereto, the obligations of the applicable Seller thereunder or in connection therewith. If Purchaser shall fail to perform to the extent required herein, the Sellers shall thereafter cease to be obligated under this Section 6.13 to provide Purchaser with any benefits in respect of the Restricted Contract which is the subject of such failure to perform.

Restricted Contracts. Notwithstanding anything The parties understand and agree that, without limiting any representation, warranty, condition, covenant or indemnification contained in this Agreement Agreement, if, as of the Closing, Seller shall not have effectively obtained any or all consents of any third party(ies) to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any Transferred Contract to the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without the consent, approval or waiver of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any of the Transferred Assets pursuant to, Assigned Contracts (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as each a “Restricted ContractsContract”), in respect of which such third party’s consent to assign is required in order to preserve the value of such Restricted Contract for Seller or otherwise, then (a) the assignment by Seller and any transfer or assignment to the assumption by Buyer by ABI or any of its applicable Subsidiaries of any interest under any such Restricted Contract shall be made subject not become effective at Closing or thereafter until Seller shall have obtained the requisite consent to assign (which Seller shall use commercially reasonable efforts to obtain, together with the cooperation of Buyer), (b) such assignment and assumption shall become effective as aforesaid subsequent to Closing pursuant to such consentdocumentation as shall be reasonably acceptable to Buyer and Seller, approval and (c) Seller shall not take nor permit any action which would impair the full force and effect of such Restricted Contract, or waiver being obtainedotherwise cause or permit the modification, amendment, or termination of such Restricted Contract (except insofar as consented to by Buyer, which consent shall not be unreasonably withheld or delayed) until the effective assignment thereof as aforesaid. The parties understand and agree that Seller, subsequent to the Closing, shall not be entitled to any of the rights and privileges under any Restricted Contract, all of which shall accrue to the benefit of Buyer, and Seller shall be deemed to hold such Restricted Contract in trust for Buyer. To the extent not prohibited by applicable Lawthat Buyer is able to receive the economic rights and privileges under any Restricted Contract, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates Buyer shall be required responsible for the liabilities assumed by Buyer pursuant to pay any material amounts to third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (A) to the extent not prohibited by applicable Law (including the UK Code), ABI shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any Section 1.1 arising under such Restricted Contract and (C) notwithstanding anything to the contrary in this Agreement, no such Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms of this AgreementContract.

Restricted Contracts. (i) Notwithstanding anything any other provision in this Agreement to the contrary, this Agreement no Assigned Contract shall not constitute an agreement to assign be assigned or transferred if such assignment or transfer any interest in any Transferred Contract to the extent such an assignment or transfer, (or attempt to make such an assignment or transfer, ) without the consent, approval or waiver Consent of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with breach, violation or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any other contravention of the Transferred Assets pursuant to, (iv) give any rights of such third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”)) until such Consent or approval is obtained, and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any at which time such Restricted Contract shall be made subject automatically assigned or transferred to Purchaser (or, as applicable, one or more Subsidiaries of Purchaser) for no additional consideration, where such consentassignment or transfer shall be deemed to have occurred as of the Closing, approval or waiver being obtained. To except to the extent not prohibited the date of such third party Consent is deemed by applicable LawLaw to have occurred on another date, ABI in which case, such assignment or transfer shall be deemed to have occurred as of such date. (ii) From the date hereof until the earlier of (x) the expiration or termination of the relevant Restricted Contract and (y) the date on which the Consent or approval of the relevant third party with respect to the assignment of such Restricted Contract is obtained, each of Seller and Purchaser shall use commercially reasonable best efforts to cause Xxxxxx Parent and its Affiliates coordinate with each other in attempting to obtain any such consents, approvals Consent or waivers prior to the Closing; provided, however, approval (provided that none of ABI, Xxxxxx Parent or any of their respective Affiliates neither Party shall be required to pay incur any material amounts to third parties to obtain such consents out of pocket cost or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (A) to the extent not prohibited by applicable Law (including the UK Code), ABI shall continue to use reasonable best efforts deliver anything of value to obtain any such consentConsent or approval); provided that, approval or waiver (it being understood that none for the avoidance of ABIdoubt, Xxxxxx Parent nothing in this Section 2.01(c) shall require Seller or any of their respective its Affiliates to renew any Restricted Contract in accordance with its terms. (iii) From and after the Closing until the earlier of (x) the expiration or termination of the relevant Restricted Contract and (y) the date on which the Consent or approval of the relevant third party with respect to the assignment of such Restricted Contract is obtained, Seller shall be required to pay any material amounts to third parties in connection promptly provide Purchaser with the foregoingmonies, goods or other benefits under each Restricted Contract as if such Restricted Contract had been assigned to Purchaser (including by means of any licensing, subcontracting, sublicensing or subleasing arrangement), if the same is permitted under the applicable Restricted Contract. (Biv) to If Purchaser is provided the extent not prohibited benefits under a Restricted Contract as contemplated by applicable LawSection 2.01(c)(iii), ABI and Buyer Purchaser shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving bear all the benefits Liabilities (other than Retained Liabilities) and bearing all the costs, liabilities and burdens performance obligations with respect to any such Restricted Contract and (C) notwithstanding anything to Contract, if the contrary in this Agreement, no such same is permitted under the applicable Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms of this AgreementContract.