Common use of Third Party Approvals and Permits Clause in Contracts

Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals which are addressed in Section 5.03, and the Shared Contracts which are addressed in Section 5.04, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shall, and shall cause its respective Affiliates to, use reasonable best efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the Non-Assignable Assets, and (ii) provide all notices and otherwise take all reasonable actions necessary to transfer any transferable Permits or reissue or obtain any replacement Permits (the “Permit Approvals”) required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by the Transaction Documents and that are material to the operation of the Businesses or the Retained Businesses, as applicable. To the extent that any Third Party Approval or Permit Approval has not been obtained prior to the Relevant Closing Date, for up to twelve (12) months after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, use its reasonable best efforts to obtain such Third Party Approval or Permit Approval. Notwithstanding the foregoing, no Party shall be required to incur any Liabilities or provide any financial accommodation in order to obtain any such Third Party Approval or Permit Approval. Upon obtaining any such requisite Third Party Approval, the relevant Non-Assignable Asset or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or any of its Affiliates). (b) To the extent permitted by Law, in the event any Third Party Approval or Permit Approval has not been obtained by the Relevant Closing, the Party contemplated to be transferring or causing to be transferred such Non-Assignable Asset or Permit under this Agreement (the “Transferring Party”) shall hold in trust for the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Transferee”), and shall promptly forward to the Transferee any income, proceeds and other monies received in respect of, the relevant Non-Assignable Asset or Permit until such time as the Third Party Approval or Permit Approval is obtained (or, if a Contract or Permit, until the expiration or renewal thereof); provided that to the extent not prohibited by the terms of any Non-Assignable Asset or Permit, as applicable, or applicable Law, the Parties shall treat, as applicable, the non-Transferring Party or its relevant Subsidiary as the owner thereof for applicable Tax purposes as of the Closing Date. To the extent not prohibited by such Non-Assignable Asset or Permit or under applicable Law, (i) the Transferring Party agrees to use reasonable best efforts to provide the Transferee with the economic benefits of any such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing, (ii) the Parties agree to use reasonable best efforts to enter into and cooperate in arrangements with each other and the relevant third party intended to transitionally allow the Transferring Party to operate with or under the relevant Non-Assignable Asset or Permit so that the Transferee can receive or incur the relevant benefits and Liabilities of such Non-Assignable Asset or Permit until the expiration or renewal of such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing and (iii) the Transferring Party agrees to perform all applicable obligations under such Non-Assignable Asset or Permit and enforce, at the request and for the account of the Transferee, or allow the Transferee and its Affiliates to enforce, in a commercially reasonable manner, any rights in respect of such Non-Assignable Asset or Permit (including the right to elect to renew or terminate such Non-Assignable Asset or Permit in accordance with its terms) of the Transferring Party arising therefrom (provided that (x) this clause (iii) shall not obligate the Transferring Party or any of its respective Affiliates to commence any litigation and (y) the costs and expenses of such enforcement incurred by the Transferring Party or its Affiliates at the Transferee’s request shall be borne solely by the Transferee). The Transferring Party, its Affiliates and their respective Representatives shall not have any Liability to the other Party or its Affiliates for actions taken in accordance with the request or direction of the Transferee or its Affiliates with respect to any Non-Assignable Asset or Permit.

Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals which are addressed in Section 5.03, and the Shared Contracts which are addressed in Section 5.045.05, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shall, and shall cause its respective Affiliates Subsidiaries to, use commercially reasonable best efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the rights under Contracts that require any such consent, waiver, approval, order or authorization (each, a “Non-Assignable AssetsContract”), and (ii) provide all notices and otherwise take all reasonable actions (the “Permit Actions”) necessary to transfer any transferable Permits or transfer, reissue or obtain any replacement Permits (the “Permit Approvals”) required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by this Agreement (each, a “Transferred Permit”). In connection with the Transaction Documents foregoing, Buyer shall indemnify and that are material hold Parent, the Sellers and their respective Affiliates (other than the Business Entities) harmless from and against any and all Liabilities based upon, arising out of or relating to the operation of performance of, or failure to perform, in each case, following the Businesses Closing, any obligations under the Non-Assignable Contracts or the Retained Businesses, as applicableTransferred Permits. To the extent that any Third Party Approval or Permit Approval Action has not been obtained or taken, as applicable, prior to the Relevant Closing DateClosing, for up to twelve one hundred eighty (12180) months days after the Relevant Closing Date, each of Sapphire and Buyer shall, and Party shall cause each of its respective Affiliates to, use its commercially reasonable best efforts efforts, at the other Party’s request, to endeavor to obtain such Third Party Approval or take such Permit ApprovalAction. Notwithstanding the foregoing, no neither Party shall be required to incur any Liabilities to the third parties that are party to the Non-Assignable Contracts or provide any financial accommodation accommodation, in order to obtain any such Third Party Approval or take such Permit Approval. Upon obtaining Action with respect to the transfer or assignment of any such requisite Third Party Approval, the relevant Non-Assignable Asset Contract or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or issuance of any of its Affiliates)such Transferred Permit. (b) To the extent permitted by Lawapplicable Law and the terms of such Non-Assignable Contract or Transferred Permit, in the event any Third Party Approval or Permit Approval Action has not been obtained or taken, as applicable, by Closing, at the Relevant Closingrequest of the Party to whom such Non-Assignable Contract is contemplated to be transferred or by whom such Transferred Permit is contemplated to be obtained (the “Receiving Party”), the Party contemplated to be transferring or causing to be transferred such Non-Assignable Asset Contract or Transferred Permit under this Agreement (the “Transferring Party”) shall hold in trust for the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Transferee”)Receiving Party, and shall promptly forward to the Transferee any income, proceeds and other monies received in respect ofas applicable, the relevant Non-Assignable Asset Contract or Transferred Permit until such time as the Third Party Approval or Permit Approval Action is obtained (or, if a Contract or Permit, until the expiration or renewal thereof); provided that to the extent not prohibited by the terms of any Non-Assignable Asset or Permittaken, as applicable, or applicable Law, the Parties shall treat, as applicable, the non-Transferring Party or its relevant Subsidiary as the owner thereof for applicable Tax purposes as of but in no event longer than one hundred eighty (180) days after the Closing Date. To During such time period, the extent not prohibited by such Transferring Party shall comply with all applicable covenants and obligations under the Non-Assignable Asset Contract or Permit Transferred Permit, including the payment of any costs or under applicable Lawexpenses in connection therewith, (i) which shall be performed by the Transferring Party agrees to use reasonable best efforts to provide for the Transferee with the economic benefits of any such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing, (ii) the Parties agree to use reasonable best efforts to enter into and cooperate in arrangements with each other Receiving Party’s account and the relevant third party intended to transitionally allow Receiving Party shall promptly (but in no event later than thirty (30) days following receipt of an invoice from the Transferring Party) reimburse the Transferring Party to operate with for any reasonably documented out-of-pocket costs, expenses or under the relevant Non-Assignable Asset or Permit so that the Transferee can receive or incur the relevant benefits and Liabilities of such Non-Assignable Asset or Permit until the expiration or renewal of such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing and (iii) payments made by the Transferring Party agrees to perform all applicable obligations under such Non-Assignable Asset or Permit and enforce, at the request and for the account of the Transferee, or allow the Transferee and its Affiliates to enforce, in a commercially reasonable manner, any rights in respect of such Non- Assignable Contract or Transferred Permit. For the period not to exceed one hundred eighty (180) days after the Closing Date, to the extent permitted by applicable Law and the terms of the Non-Assignable Asset Contract or Permit (including Transferred Permit, the right Receiving Party shall be entitled to elect to renew or terminate such Non-Assignable Asset or Permit in accordance with its terms) receive all of the benefits of the Transferring Party arising therefrom (provided that (x) this clause (iii) shall not obligate under the Non-Assignable Contract or Transferred Permit. The Receiving Party agrees to indemnify and hold the Transferring Party and its Subsidiaries, agents, successors and assigns harmless from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, any obligations under the Non-Assignable Contract or Transferred Permit that are for the benefit of its respective Affiliates to commence any litigation and (y) the costs and expenses of such enforcement incurred Receiving Party, other than actions taken in bad faith by the Transferring Party or its Affiliates at Subsidiaries. Notwithstanding the Transferee’s request foregoing, following the Closing Date, a Transferring Party shall be borne solely by the Transferee). The Transferring Party, its Affiliates and their respective Representatives shall not have any Liability no obligation to the other Party or its Affiliates for actions taken in accordance with the request or direction of the Transferee or its Affiliates with respect to renew any Non-Assignable Asset Contract or PermitTransferred Permit upon the expiration or termination thereof. In addition, to the extent that any Non-Assignable Contract contains an “evergreen” provision that automatically renews such Non-Assignable Contract unless terminated or cancelled by either party thereto, a Transferring Party shall not be prohibited from terminating or canceling such Non-Assignable Contract as permitted pursuant to the terms thereof.

Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals which that are addressed in Section 5.03, 7.2 and the Shared Contracts which Leases that are addressed in Section 5.047.10, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shallwill, and shall will cause its respective Affiliates to, use commercially reasonable best efforts to (i) to, obtain the consents, waivers, approvals, orders and authorizations set forth on Schedule 7.3(a) (the “Third Party Approvals”) necessary to transfer and assign the Non-Assignable Assets, and (ii) provide all notices and otherwise take all reasonable actions necessary to transfer any transferable Permits or reissue or obtain any replacement Permits (the “Permit Approvals”) required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by the Transaction Documents and rights under Material Contracts that are material to the operation of the Businesses or the Retained Businesses, as applicable. To the extent SBBC System that any Third Party Approval or Permit Approval has not been obtained prior to the Relevant Closing Date, for up to twelve (12) months after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, use its reasonable best efforts to obtain such Third Party Approval or Permit Approval. Notwithstanding the foregoing, no Party shall be required to incur any Liabilities or provide any financial accommodation in order to obtain require any such Third Party Approval consent, waiver, approval, or Permit Approval. Upon obtaining any such requisite Third Party Approvalauthorization (each, the relevant a “Non-Assignable Asset or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or any of its AffiliatesContract”). (b) To the extent permitted by Law, in the event that any such Third Party Approval or Permit Approval has Approvals have not been obtained by the Relevant Closing, the Party contemplated to be transferring or causing to be transferred such Non-Assignable Asset or Permit under this Agreement (the “Transferring Party”) shall hold in trust for the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Transferee”), and shall promptly forward to the Transferee any income, proceeds and other monies received in respect of, the relevant Non-Assignable Asset or Permit until such time as the Third Party Approval or Permit Approval is obtained (or, if a Contract or Permit, until the expiration or renewal thereof); provided that to the extent not prohibited by the terms of any Non-Assignable Asset or Permit, as applicable, or applicable Law, the Parties shall treat, as applicable, the non-Transferring Party or its relevant Subsidiary as the owner thereof for applicable Tax purposes Seller as of the Closing, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an assumption or an agreement to assign or assume. Unless otherwise directed by Xxxxxxxxx, Seller shall, during the one hundred twenty (120) day period following the Closing Date. To , use commercially reasonable efforts, at the extent not prohibited by such Non-Assignable Asset or Permit or under applicable Lawsole cost and expense and at the risk of Purchaser, to (i) cooperate with Purchaser to obtain the Transferring Party agrees to use reasonable best efforts to provide consent of the Transferee with the economic benefits of any such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closingapplicable third party, (ii) make the Parties agree to use reasonable best efforts to enter into and cooperate in arrangements with each other and the relevant third party intended to transitionally allow the Transferring Party to operate with or under the relevant Non-Assignable Asset or Permit so that the Transferee can receive or incur the relevant benefits and Liabilities benefit of such Non-Assignable Asset or Permit until the expiration or renewal of such Non-Assignable Asset or Permit in a manner Contracts available to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing Purchaser and (iii) the Transferring Party agrees to perform all applicable obligations under such Non-Assignable Asset or Permit and enforce, at the request of Purchaser and at the expense and for the account of the Transferee, or allow the Transferee and its Affiliates to enforce, in a commercially reasonable mannerPurchaser, any rights in respect of such Seller arising from Non-Assignable Asset Contracts against the other party or Permit parties thereto (including the right to elect to renew or terminate any such Non-Assignable Asset or Permit in accordance with its terms) of the Transferring Party arising therefrom (provided that (x) this clause (iii) shall not obligate the Transferring Party or any of its respective Affiliates to commence any litigation and (y) the costs and expenses of such enforcement incurred by the Transferring Party or its Affiliates at the Transferee’s request shall be borne solely by the Transferee). The Transferring Party, its Affiliates and their respective Representatives shall not have any Liability to the other Party or its Affiliates for actions taken Contract in accordance with the request terms thereof). (c) Without the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or direction delayed), during the one hundred twenty (120) day period following the Closing Date, Seller will not take any action or suffer any omission which would limit or restrict or terminate the benefits to Purchaser of the Transferee or its Affiliates with Non-Assignable Contracts. With respect to any Non-Assignable Asset Contract as to which the necessary approval or Permitconsent for the assignment or transfer to Purchaser is obtained following the Closing, Seller shall transfer such Non-Assignable Contract to Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to Purchaser and Seller promptly following receipt of such approval or consent.

Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals which that are addressed in Section 5.037.2, and the Shared Contracts which Contracts, Leases, and Lease Transfer Agreements that are addressed in Section 5.047.13, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shallwill, and shall will cause its respective Affiliates to, use commercially reasonable best efforts to to, (i) obtain the consents, waivers, approvals, orders Orders and authorizations set forth on Schedule 7.3(a) (the “Third Party Approvals”) necessary to transfer and assign the rights under Material Contracts that are material to the operation of the System that require any such consent, waiver, approval, Order or authorization (each, a “Non-Assignable AssetsContract”), and (ii) provide all notices and otherwise take all reasonable actions necessary to transfer any transferable Permits or transfer, reissue or obtain any replacement Permits (the “Permit Approvals”) required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by the Transaction Documents this Agreement and that are material to necessary for the operation of the Businesses or the Retained Businesses, as applicable. To the extent that any Third Party Approval or Permit Approval has not been obtained prior to the Relevant Closing Date, for up to twelve (12) months after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, use its reasonable best efforts to obtain such Third Party Approval or Permit Approval. Notwithstanding the foregoing, no Party shall be required to incur any Liabilities or provide any financial accommodation in order to obtain any such Third Party Approval or Permit Approval. Upon obtaining any such requisite Third Party Approval, the relevant Non-Assignable Asset or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or any of its Affiliates)System. (b) To the extent permitted by Law, in the event that any such Third Party Approval Approvals or Permit Approval has Permits have not been obtained by the Relevant Closing, the Party contemplated to be transferring or causing to be transferred such Non-Assignable Asset or Permit under this Agreement (the “Transferring Party”) shall hold in trust for the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Transferee”), and shall promptly forward to the Transferee any income, proceeds and other monies received in respect of, the relevant Non-Assignable Asset or Permit until such time as the Third Party Approval or Permit Approval is obtained (or, if a Contract or Permit, until the expiration or renewal thereof); provided that to the extent not prohibited by the terms of any Non-Assignable Asset or Permit, as applicable, or applicable Law, the Parties shall treat, as applicable, the non-Transferring Party or its relevant Subsidiary as the owner thereof for applicable Tax purposes Seller as of the Closing, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an assumption or an agreement to assign or assume. Unless otherwise directed by the Purchaser, the Seller shall, during the one hundred twenty (120) day period following the Closing Date. To , use commercially reasonable efforts to (a) cooperate with the extent not prohibited by such Non-Assignable Asset or Permit or under Purchaser to obtain the consent of the applicable Lawthird party, (ib) make the Transferring Party agrees to use reasonable best efforts to provide the Transferee with the economic benefits of any such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing, (ii) the Parties agree to use reasonable best efforts to enter into and cooperate in arrangements with each other and the relevant third party intended to transitionally allow the Transferring Party to operate with or under the relevant Non-Assignable Asset or Permit so that the Transferee can receive or incur the relevant benefits and Liabilities benefit of such Non-Assignable Asset or Permit until Contracts available to the expiration or renewal of such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing Purchaser and (iiic) the Transferring Party agrees to perform all applicable obligations under such Non-Assignable Asset or Permit and enforce, at the request of the Purchaser and at the expense and for the account of the Transferee, or allow the Transferee and its Affiliates to enforce, in a commercially reasonable mannerPurchaser, any rights in respect of such the Xxxxxxxxxx Entities arising from Non-Assignable Asset Contracts against the other party or Permit parties thereto (including the right to elect to renew or terminate any such Non-Assignable Asset or Permit in accordance with its terms) of the Transferring Party arising therefrom (provided that (x) this clause (iii) shall not obligate the Transferring Party or any of its respective Affiliates to commence any litigation and (y) the costs and expenses of such enforcement incurred by the Transferring Party or its Affiliates at the Transferee’s request shall be borne solely by the Transferee). The Transferring Party, its Affiliates and their respective Representatives shall not have any Liability to the other Party or its Affiliates for actions taken Contract in accordance with the request or direction terms thereof). (c) Without the prior written consent of the Transferee Purchaser (which shall not be unreasonably withheld, conditioned or its Affiliates with delayed), during the one hundred twenty (120) day period following the Closing Date, the Seller will not, and will ensure that the Xxxxxxxxxx Entities do not, take any action or suffer any omission which would limit or restrict or terminate the benefits to the Purchaser of the Non-Assignable Contracts. With respect to any Non-Assignable Asset Contract as to which the necessary approval or Permitconsent for the assignment or transfer to the Purchaser is obtained following the Closing, the Xxxxxxxxxx Entities shall transfer such Non-Assignable Contract to the Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Purchaser and the Seller promptly following receipt of such approval or consent.

Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals which are addressed in Section 5.03, and the Shared Contracts which are addressed in Section 5.04, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shall, and shall cause its respective Affiliates to, use reasonable best efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the Non-Assignable Assets, and (ii) provide all notices and otherwise take all reasonable actions necessary to transfer any transferable Permits or reissue or obtain any replacement Permits (the “Permit Approvals”) required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by the Transaction Documents and that are material to the operation of the Businesses or the Retained Businesses, as applicable. To the extent that any Third Party Approval or Permit Approval has not been obtained prior to the Relevant Closing Date, for up to twelve (12) months after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, use its reasonable best efforts to obtain such Third Party Approval or Permit Approval. Notwithstanding the foregoing, no Party shall be required to incur any Liabilities or provide any financial accommodation in order to obtain any such Third Party Approval or Permit Approval. Upon obtaining any such requisite Third Party Approval, the relevant Non-Assignable Asset or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or any of its Affiliates). (b) To the extent permitted by Law, in the event any Third Party Approval or Permit Approval has not been obtained by the Relevant Closing, the Party contemplated to be transferring or causing to be transferred such Non-Assignable Asset or Permit under this Agreement (the “Transferring Party”) shall hold in trust for the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Transferee”), and shall promptly forward to the Transferee any income, proceeds and other monies received in respect of, the relevant Non-Assignable Asset or Permit until such time as the Third Party Approval or Permit Approval is obtained (or, if a Contract or Permit, until the expiration or renewal thereof); provided that to the extent not prohibited by the terms of any Non-Assignable Asset or Permit, as applicable, or applicable Law, the Parties shall treat, as applicable, the non-Transferring Party or its relevant Subsidiary as the owner thereof for applicable Tax purposes as of the Closing Date. To the extent not prohibited by such Non-Assignable Asset or Permit or under applicable Law, (i) the Transferring Party agrees to use reasonable best efforts to provide the Transferee with the economic benefits of any such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing, (ii) the Parties agree to use reasonable best efforts to enter into and cooperate in arrangements with each other and the relevant third party intended to transitionally allow the Transferring Party to operate with or under the relevant Non-Assignable Asset or Permit so that the Transferee can receive or incur the relevant benefits and Liabilities of such Non-Assignable Asset or Permit until the expiration or renewal of such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing and (iii) the Transferring Party agrees to perform all applicable obligations under such Non-Assignable Asset or Permit and enforce, at the request and for the account of the Transferee, or allow the Transferee and its Affiliates to enforce, in a commercially reasonable manner, any rights in respect of such Non-Assignable Asset or Permit (including the right to elect to renew or terminate such Non-Non- Assignable Asset or Permit in accordance with its terms) of the Transferring Party arising therefrom (provided that (x) this clause (iiiii) shall not obligate the Transferring Party or any of its respective Affiliates to commence any litigation and (y) the costs and expenses of such enforcement incurred by the Transferring Party or its Affiliates at the Transferee’s request shall be borne solely by the Transferee). The Transferring Party, its Affiliates and their respective Representatives shall not have any Liability to the other Party or its Affiliates for actions taken in accordance with the request or direction of the Transferee or its Affiliates with respect to any Non-Assignable Asset or Permit.

Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals which that are addressed in Section 5.03, and the Shared Contracts which and Lease Transfer Agreements that are addressed in Section 5.04, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shallwill, and shall will cause its respective Affiliates Subsidiaries to, use commercially reasonable best efforts to to, (i) obtain the consents, waivers, approvals, orders and authorizations set forth on Schedule 5.06(a) (the “Third Party Approvals”) necessary to transfer and assign the rights under Contracts that are material to the operation of the University that require any such consent, waiver, approval, order or authorization (each, a “Non-Assignable AssetsContract”), and (ii) provide all notices and otherwise take all reasonable actions necessary to transfer any transferable Permits or transfer, reissue or obtain any replacement Permits (the “Permit Approvals”) Licenses required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by the Transaction Documents this Agreement and that are material to necessary for the operation of the Businesses or the Retained Businesses, as applicableUniversity. To the extent that any Third Party Approval or Permit Approval License has not been obtained prior to the Relevant Closing DateClosing, for up to twelve (12) months 120 days after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, Party will use its commercially reasonable best efforts efforts, at the other Party’s request, to endeavor to obtain such Third Party Approval or Permit ApprovalLicense. Notwithstanding the foregoing, no neither Party shall will be required to incur any Liabilities or provide any financial accommodation accommodation, in order to obtain any such Third Party Approval or Permit Approval. Upon obtaining License with respect to the transfer or assignment of any such requisite Third Party Approval, the relevant Non-Assignable Asset Contract or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or issuance of any of its Affiliates)such License. (b) To the extent permitted by Lawapplicable Law and the terms of such Non-Assignable Contract or License, in the event any Third Party Approval or Permit Approval License has not been obtained by Closing, at the Relevant Closingrequest of the Party to whom such Non-Assignable Contract is contemplated to be transferred or by whom such License is contemplated to be obtained (the “Receiving Party”), the Party contemplated to be transferring or causing to be transferred such Non-Assignable Asset Contract or Permit License under this Agreement (the “Transferring Party”) shall will hold in trust for the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Transferee”)Receiving Party, and shall promptly forward to the Transferee any income, proceeds and other monies received in respect ofas applicable, the relevant Non-Assignable Asset Contract or Permit License until such time as the Third Party Approval or Permit Approval is obtained (orobtained, if a Contract or Permit, until the expiration or renewal thereof); provided that to the extent not prohibited by the terms of any Non-Assignable Asset or Permit, as applicable, or applicable Law, the Parties shall treat, as applicable, the non-Transferring Party or its relevant Subsidiary as the owner thereof for applicable Tax purposes as of but in no event longer than 180 days after the Closing Date. To During such time period, the extent not prohibited by such Transferring Party will comply with all applicable covenants and obligations under the Non-Assignable Asset Contract or Permit License, including the payment of any costs or under applicable Lawexpenses in connection therewith, (i) which will be performed by the Transferring Party agrees to use reasonable best efforts to provide for the Transferee with the economic benefits of any such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing, (ii) the Parties agree to use reasonable best efforts to enter into and cooperate in arrangements with each other Receiving Party’s account and the relevant third party intended to transitionally allow Receiving Party will promptly (but in no event later than 30 days following receipt of an invoice from the Transferring Party) reimburse the Transferring Party to operate with for any out-of-pocket costs, expenses or under the relevant Non-Assignable Asset or Permit so that the Transferee can receive or incur the relevant benefits and Liabilities of such Non-Assignable Asset or Permit until the expiration or renewal of such Non-Assignable Asset or Permit in a manner to place the Transferee in a substantially similar position as if such Non-Assignable Asset or Permit had been assigned or transferred at the Relevant Closing and (iii) payments made by the Transferring Party agrees to perform all applicable obligations under such Non-Assignable Asset or Permit and enforce, at the request and for the account of the Transferee, or allow the Transferee and its Affiliates to enforce, in a commercially reasonable manner, any rights in respect of such Non-Assignable Asset Contract or Permit (including License. For the right period not to elect exceed 180 days after the Closing Date, to the extent permitted by applicable Law and the terms of the Non-Assignable Contract or License, the Receiving Party will be entitled to receive all of the benefits of the Transferring Party under the Non-Assignable Contract or License. The Receiving Party agrees to indemnify and hold the Transferring Party and its Subsidiaries, agents, successors and assigns harmless from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, any obligations under the Non-Assignable Contract or License that are for the benefit of the Receiving Party. Notwithstanding the foregoing, following the Closing Date, a Transferring Party will have no obligation to renew any Non-Assignable Contract or terminate License upon the expiration or termination thereof. In addition, to the extent that any Non‑Assignable Contract contains an “evergreen” provision that automatically renews such Non‑Assignable Contract unless terminated or cancelled by either party thereto, upon the Receiving Party’s request, a Transferring Party will be prohibited from terminating or canceling such Non-Assignable Asset or Permit in accordance with its terms) of the Transferring Party arising therefrom (provided that (x) this clause (iii) shall not obligate the Transferring Party or any of its respective Affiliates to commence any litigation and (y) the costs and expenses of such enforcement incurred by the Transferring Party or its Affiliates at the Transferee’s request shall be borne solely by the Transferee). The Transferring Party, its Affiliates and their respective Representatives shall not have any Liability Contract as permitted pursuant to the other Party or its Affiliates for actions taken in accordance with the request or direction of the Transferee or its Affiliates with respect to any Non-Assignable Asset or Permitterms thereof.