Common use of Approvals and Consents Clause in Contracts

Approvals and Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything The approval of the shareholders of the Company referred to in this Agreement to Section 8.4 hereof, the contraryScherer Shareholder Approval, this Agreement shall not constitute an agreement to assignand all approvals of applications t▇ ▇▇▇▇▇c authorities, directly or indirectlyFederal, any asset (including any Contract), claim or rightstate, or any benefit arising under or resulting from such asset, claim or rightlocal, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12any, the provisions expiration of Section 6.12(c) shall apply to such asset, claim or right. (b) Following all waiting periods under the date of the Original Agreement until the Closing DateHart Scott Rodino Act and any other applicable law and all consen▇▇ ▇r ▇▇▇▇▇▇▇▇▇ ▇f any non-governmental persons, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any granting or expiration of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person which is necessary for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer Merger and the consummation of the transactions contemplated by this Agreement and the Scherer Inducement Agreements or assignment thereoffor preventing the termination o▇ ▇▇▇▇▇h of any material real property lease, but in no event longer than twelve (12) months after right, privilege, license or agreement of VSI or its subsidiaries or of the Closing Date (Company or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, its Subsidiaries or pertaining to the extent permitted ABG Assets, or which is necessary for preventing any material loss or disadvantage to VSI and its subsidiaries taken as a whole or the Company and its Subsidiaries taken as a whole, by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted reason of the Merger and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as consummation of the transactions contemplated hereby and so that all by the benefits Inducement Agreements, shall have been obtained; and burdens relating no such consent or approval shall have imposed a condition to such Non Assignable Asset, including possession, use, risk of loss, potential for gainconsent or approval, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer no condition shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, have been imposed in connection with any filings made under the foregoingHart Scott Rodino Act or under any other law, which condition in ▇▇▇ o▇▇▇▇▇▇ ▇▇ ▇▇I is unduly burdensome to expend any money the consolidated financial condition or personnel in connection with operations of VSI or to the maintenance business of the Non Assignable Asset unless Company and its subsidiaries taken as a whole. All conditions required to be satisfied prior to the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer Effective Time of the amount Merger by the terms of all such expenses approvals and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation been satisfied; and all statutory waiting periods applicable to pay any costs or expenses in connection with making a Regulatory Filing, unless the parties hereto and the parties to the Inducement Agreements (including without limitation all of such costs and expenses (if anyapplicable waiting periods under the Hart Scott Rodino Act) will be borne exclusively by Buyershall have expired.

Approvals and Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement hereof until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreementhereof, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of Sections 2.5 and 2.6, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, or would require any Consent or waiver of any Governmental Authority or third party and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assigna sale, directly conveyance, transfer, assignment or indirectly, any asset (including any Contract), claim or rightdelivery, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct sale, conveyance, transfer, assignment or indirect assignment thereof, without delivery thereof if any of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of any third party; provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such Third Partyrequired authorization. Following the Closing, would be ineffective the Parties shall use commercially reasonable efforts, and shall cooperate with respect each other, to obtain promptly such Consent or waiver; provided, further, however, that neither Party nor any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption its Subsidiaries shall be made subject required to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightpay any consideration therefor. (b) Following Once such Consent or waiver is obtained, Seller Parent, Seller and the date of the Original Agreement until the Closing DateOther Sellers shall, the Parties and shall cooperate with each other and cause their Subsidiaries to, or if applicable, use their respective commercially reasonable effortsefforts to cause Angel to, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, conveyconvey and license such Purchased Asset and the Purchased Subsidiary Interests, deliver as applicable, to Purchaser for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or assume any asset that would constitute a Transferred Asset if such asset is not transferable license shall be paid in accordance with applicable Law or with Section 6.14. (c) To the extent that any requisite Consent. If the transfer or assignment of any asset intended Purchased Asset cannot be provided to be transferred or assigned hereunder is not consummated prior to or on Purchaser following the Closing Datepursuant to this Section 2.4, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law Purchaser and Seller Parent, Seller or any other requisite ConsentOther Seller, then Sellers as applicable, shall thereafter hold or shall cause its Subsidiaries to, or shall use commercially reasonable efforts to cause Angel to, use commercially reasonable efforts to, enter into such asset arrangements (a “Non Assignable Asset”including subleasing, sublicensing or subcontracting) for to provide to the use parties the economic (taking into account Tax costs and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12benefits) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under applicable Law, Sellers operational equivalent of obtaining such Consent or waiver and the performance by Purchaser of its obligations thereunder. To the extent permitted under applicable Law, Seller Parent, Seller or any Other Seller, as applicable, shall, or shall cause its Subsidiaries to, or shall use their commercially reasonable efforts to take cause Angel to, hold in trust for and pay to Purchaser promptly upon receipt thereof, such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any Purchased Assets and all Liabilities based uponincome, arising out of or relating proceeds and other monies received by such party to the performance of, or failure extent related to perform, any obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable such Purchased Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof in connection with the prior written consent arrangements under this Section 2.4. Such party shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of Buyer (not to be unreasonably withheld, conditioned or delayed)such Purchased Assets. Notwithstanding the foregoing, such party shall have no obligation whatsoever to retain any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance portion of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by BuyerBusiness, other than reasonable out-of-pocket expensesany individual asset or Contract (but only until such time as the transfer thereof may be effected in accordance with this Agreement), attorneys’ fees and recording in order to obtain any such Consent or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice waiver referred to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Section 2.4 or elsewhere in this Agreement. Nothing in this Section 2.4 applies (i) to any Consent or waiver required under any Antitrust Regulations, which Consents and waivers shall be governed by Section 6.3 or (ii) to obtain all material approvals Consents or consents fromreleases with respect to the Assigned Real Property and the Subleased Real Property, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority such Consents and releases to be made before obtained pursuant to the Closing Date. Neither Sellers nor any provisions of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by BuyerSection 2.6.

Approvals and Consents. (a) Notwithstanding anything to the contrary in this Agreement, there shall be excluded from the transactions contemplated by this Agreement any Assigned Contract that is not assignable or transferable (i) without the consent of any Person other than Seller, the Purchased Entities or any Subsidiary of Seller or Buyer, to the contraryextent that such consent shall not have been given prior to the Closing or (ii) without violating any applicable Law; provided, however, that Seller and Buyer shall have the continuing obligation until 12 months after the Closing to use commercially reasonable efforts to obtain all necessary consents to the assignment or transfer thereof as promptly as practicable, it being understood that (A) other than general internal costs, overhead and use of internal personnel and assets or infrastructure, or as required under the terms of an Assigned Contract (which shall be the responsibility of Seller), neither Seller, nor Buyer nor any of their respective Affiliates or Subsidiaries shall be required to expend money, incur any cost or Liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such consents, and (B) in connection therewith, Seller shall not, and shall cause its Affiliates (including, if prior to the Closing, the Purchased Entities) not to, (I) commit to make any payments other than cash payments that are Excluded Liabilities or otherwise paid in full prior to the Closing or (II) make any non-monetary concession that would purport to bind Buyer, its Affiliates, or, following the Closing, the Business or any Purchased Entity. Upon obtaining the requisite third-party consents thereto, such Assigned Contracts shall promptly be transferred and assigned to Buyer hereunder at no additional cost. (b) With respect to any Assigned Contract that is not transferred and assigned to Buyer at the Closing by reason of Section 2.6(a), after the Closing, until any requisite consent is obtained therefor and the same is transferred and assigned to Buyer, Seller shall obtain for Buyer, at no cost to Seller or Buyer or any of its Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the substantially comparable obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had such Assigned Contract been transferred and assumed directly at the Closing. In furtherance of the foregoing, Seller shall, and shall cause its Affiliates to, without further consideration therefor, pay and remit to Buyer all monies, rights and other consideration received in respect of such Assigned Contract as promptly as reasonably practicable after receipt thereof and Buyer shall pay, perform and discharge fully, promptly when due, all of the obligations of Seller and its Affiliates in respect of such performance as would have been assumed by Buyer hereunder if such Assigned Contract had been transferred at the Closing. (c) Buyer acknowledges that certain consents to the transactions contemplated by this Agreement shall may be required from parties to certain Real Property Leases, Permits, Assigned Contracts and other Contracts and rights intended to be Purchased Assets and that such consents may not constitute an agreement be obtained prior to assignthe Closing. If, directly or indirectlyon the Closing Date, any asset (including any Contract), claim or rightsuch Consent is not obtained, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct transfer or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, thereof would be ineffective with respect to any party to or a Contract concerning such asset, claim or right violation of Law or would in any way adversely affect the rights of Buyer (as assignees of Seller or the applicable Other Asset Seller) thereto or thereunder so that Buyer would not in fact receive all such rights (such assets and rights not transferred at the Closing, “Third Party Rights”), Seller and the Other Asset Sellers and the Buyer will cooperate in a mutually agreeable arrangement under which Buyer would, in compliance with Law, obtain the economic benefits and assume the obligations and bear the economic burdens associated with such Third Party Rights in accordance with this Agreement until such time as such Third Party Rights are assigned or their respective transferred to the Buyer in full. Buyer agrees that, except as provided in this Agreement (including Section 6.3), neither Seller nor any of its Affiliates or, upon transfer, Buyer under such asset, claim shall have any liability whatsoever arising out of or right. If relating to the failure to obtain any direct consents that may be required in connection with the transactions contemplated by this Agreement or indirect transfer or assignment by Sellers or their respective Affiliates tobecause of the default under, or any direct acceleration or indirect assumption by Buyer termination of, any interest inThird Party Rights, or liabilitysolely as a result thereof. (d) To the extent requested by Buyer, obligation or commitment underSeller will use commercially reasonable efforts to have the Material Shared Contracts separated into separate Contracts between the applicable third party and each of (i) the business retained by Seller and its Affiliates and (ii) the Business (including the Purchased Entities). The Parties agree to cooperate and use their respective commercially reasonable efforts to provide reasonable assistance prior to the Closing and, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent not achieved prior to the Closing, then for 12 months thereafter, in effecting the separation of such Consent is not able Material Shared Contracts (with such separated Material Shared Contract imposing no material additional or differing obligations (except arising from different volume-based arrangements or credit rating of Buyer) than, and otherwise on substantially the same terms as, the applicable Material Shared Contract (except that the replicated Material Shared Contract will only pertain to be obtained the Business) or other terms mutually agreeable to the Parties in accordance with the provisions terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assigned Contract hereunder and transferred to and assumed by Buyer directly (but no sooner than the Closing); provided, however, it being understood that (A) other than general internal costs, overhead and use of this Section 6.12internal personnel and assets or infrastructure, neither Seller, nor Buyer nor any of their respective Affiliates or Subsidiaries shall be required to expend money, incur any Liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Shared Contracts and (B) in connection therewith, Seller shall not, and shall cause its Affiliates (including, if prior to the Closing, the provisions of Section 6.12(cPurchased Entities) shall apply not to, (I) commit to such asset, claim make any payments other than cash payments that are Excluded Liabilities or right. (b) Following the date of the Original Agreement until otherwise paid in full prior to the Closing Dateor (II) make any non-monetary concession that would purport to bind Buyer, its Affiliates, the Business or any Purchased Entity following the Closing. Further, with respect to any Shared Contract that is not a Material Shared Contract, Seller will use commercially reasonable efforts to provide Buyer with a list of such Shared Contracts involving payments made or received of at least $250,000 prior to Closing and to the extent requested by Buyer, after the Closing and for 12 months thereafter, until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, efforts to obtain all material Consentsfor Buyer, including those set forth on Schedule 6.12(b). Neither Sellers nor at no cost to Seller or Buyer or any of their respective Affiliates shall Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have any obligation to (i) pay any consideration to any Person for been in had the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs rights and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement obligations relating to the extent expressly provided thereinBusiness under such Shared Contract been transferred and assumed directly at the Closing. Without limiting In furtherance of the foregoing, if Seller or any of its Affiliates (other than the Purchased Entities), on the one hand, or Buyer shall provide each Seller (or their applicable Affiliates) such information and references any of its Affiliates (including regarding its creditworthiness) as may reasonably and timely be requested by the Purchased Entities), on the other hand, receives any relevant Third Party benefit or payment that under any Shared Contract was intended for the purposes of obtaining the required Consents other, Seller and Buyer shall, and shall enter into cause their respective Affiliates to, deliver such undertakings benefit or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect payment to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authorityparty, including any Regulatory Filing required additional Taxes incurred by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses Seller in connection with making a Regulatory Filing, unless all of therewith and such costs and expenses (if any) will be borne exclusively by Buyerindemnity.

Approvals and Consents. (a) Notwithstanding anything in this Agreement Each party hereto represents and warrants to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance and covenants with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and that it will use their respective its commercially reasonable efforts, subject and will cause its officers, directors, employees and agents and its Subsidiaries and any Subsidiary’s officers, directors, employees and agents to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts efforts, to take such obtain as promptly as is reasonably practicable all regulatory authorizations, consents, orders or approvals from: (a) the Federal Reserve, the FDIC and the GDBF; and (b) any other actions as may approvals set forth in Section 2.31 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be requested by Buyer in order expected to place Buyerhave, insofar as legally permitted and reasonably possible, individually or in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that aggregate, a Material Adverse Effect on Ameris or Atlantic (collectively, the “Required Regulatory Approvals”). Ameris shall file all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential applications or notices for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer Required Regulatory Approvals within forty-five (not to be unreasonably withheld, conditioned or delayed)45) days. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Ameris, or require or permit Atlantic, to take any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligatedaction, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoingRequired Regulatory Approvals that would: (i) reasonably be expected to result in Ameris or Ameris Bank becoming subject to any cease-and-desist order or other order, to expend any money formal or personnel in connection with the maintenance informal enforcement action issued by, or written agreement, consent agreement, operating agreement, memorandum of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyerunderstanding, other than reasonable out-of-pocket expenses, attorneys’ fees and recording commitment letter or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents fromundertaking with, or any request to provide or make adopt any material notice or registration filing with (each a “Regulatory Filing”)board resolutions by, any Governmental Authority; or (ii) reasonably be expected to have a Material Adverse Effect on Ameris and its Subsidiaries, including taken as a whole, after giving effect to the Merger (including, for the avoidance of doubt, any Regulatory Filing required determination by a any Governmental Authority to that the Bank Merger may not be made before consummated as contemplated in the Closing Date. Neither Sellers nor Bank Merger Agreement or in a substantially similar manner immediately following the Effective Time) (any of their respective Affiliates shall have any obligation to pay any costs or expenses the foregoing matters in connection with making clauses (i) and (ii), a “Burdensome Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by BuyerCondition”).

Approvals and Consents. (a) Notwithstanding anything in this Agreement The Vendor agrees to the contrary, this Agreement shall not constitute an agreement use its commercially reasonable efforts promptly to assign, directly do or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able cause to be obtained in accordance with done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in transactions contemplated by this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer the Vendor shall provide each Seller (or their applicable Affiliates) such information forthwith take all steps reasonably necessary and references (including regarding in the Vendor's control and use its creditworthiness) commercially reasonable efforts to obtain as may reasonably of the Time of Closing all Operational Consents and timely be requested by any relevant Third Party Regulatory Approvals, all on behalf of, and as required for the purposes consummation of obtaining the required Consents transactions contemplated hereby, by the Vendor and the Corporation, and shall enter into such undertakings comply with any conditions thereof, which are required in connection with the completion of the transactions contemplated by this Agreement, the execution of this Agreement, and the Closing or procure such guarantees in favor the performance of any relevant Third Party of the terms and conditions hereof; provided that the Vendor shall not be required to incur any costs except as may provided for in the Further Amended and Restated Master Outsourcing Agreement as such agreement will be reasonably requested by such relevant Third Party for executed between the purposes of obtaining Parties prior to Closing. Without derogating from the required Consents. The provisions of the Further Amended and Restated Master Outsourcing Agreement as such agreement will be executed between the Parties prior to Closing, to the extent that any Operational Consents are not obtained prior to the Time of Closing, the Vendor agrees to continue to use its commercially reasonable efforts to obtain all Operational Consents for a period not to exceed 90 days following the Date of Closing. (b) The Purchaser agrees to use its commercially reasonable efforts promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Section 6.12 Agreement. Without limiting the foregoing, the Purchaser shall forthwith take all steps reasonably necessary and in the Purchaser's control and use its commercially reasonable efforts to ensure that the purchase and sale of the Purchased Shares and the completion of the transactions contemplated by this Agreement are allowed under the Investment Canada Act (Canada) and shall make all filings required to be made by the Purchaser under the Competition Act (Canada), and shall comply with any conditions thereof, which are required in connection with the completion of the transactions contemplated by this Agreement, the execution of this Agreement, and the Closing or the performance of any of the terms and conditions hereof provided that the Purchaser shall not apply with respect be required to the Shared Contracts, with respect to which Section 6.13 shall applyincur any costs (other than those expenses incurred in preparing such filings). (c) Notwithstanding anything Both Parties agree to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts promptly to cause the Corporation to take such other all actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or necessary for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance completion of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feestransactions contemplated herein. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser or any of its Designees of any Purchased Asset would result in a violation of any applicable Law or would require any Consent and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assigna sale, directly or indirectlyconveyance, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof; provided, however, that the Closing shall be made occur notwithstanding the foregoing, subject to such Consent being obtained; provided that Section 7.3(i), without any adjustment to the extent Purchase Price on account of such Consent is not able required authorization. Prior to be obtained in accordance with the provisions of this Section 6.12Closing and following the Closing, the provisions of Section 6.12(c) parties shall apply to such assetuse commercially reasonable efforts, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties and shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreementother, to obtain promptly all material ConsentsConsents that are required to be obtained for the sale, including those set forth on Schedule 6.12(b). Neither Sellers nor conveyance, transfer, assignment or delivery to Purchaser or any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses its Designees of any Person in connection with obtaining any Consentof the Purchased Assets; provided, unless all of such however, the costs and expenses (if any) of obtaining such Consents will be borne exclusively shared equally by BuyerPurchaser and Seller. Nothing Pending or in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoingabsence of such Consents, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents shall, and shall enter into such undertakings or procure such guarantees in favor of cause any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared ContractsOther Seller to, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) Purchased Assets for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until Purchaser or any of its Designees. The parties shall cooperate with each other to enter into mutually agreeable and lawful arrangements designed to provide to Purchaser or its Designee with the consummation costs and benefits of the transfer use of such Purchased Asset and to Seller or assignment thereof, but in no event longer than twelve (12) months after any Other Seller the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Assetbenefits, including possessionany indemnities, use, risk of loss, potential for gain, and dominion, control and command over such asset, are that they would have obtained had the Purchased Asset been conveyed to inure from and after the Closing Date to Buyer. After Purchaser or its Designee at the Closing. Once such Consent is obtained, Buyer Seller shall indemnify or shall cause the Other Sellers to sell, assign, transfer, convey and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of license such Purchased Asset to Purchaser or relating to the performance of, or failure to perform, any obligations under the Non Assignable Assets that are at the direction of or its Designee for the benefit of Buyerno additional consideration. To the extent that any Non Assignable Purchased Asset contains an “evergreen” provision that automatically renews cannot be provided to Purchaser or its Designee following the Closing pursuant to this Section 2.4, Purchaser and Seller shall use commercially reasonable efforts to enter into such Non Assignable Asset unless terminated arrangements (including subleasing, sublicensing or cancelled subcontracting) to provide to the parties the economic (taking into account Tax costs and benefits) and, to the extent permitted under applicable Law, operational equivalent of obtaining such Consent and the performance by either party theretoPurchaser or its Designee of its obligations thereunder. To the extent permitted under applicable Law, Seller and the Other Sellers shall not be prohibited from terminating hold in trust for and pay to Purchaser or canceling its Designee promptly upon receipt thereof, such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent Purchased Assets and all income, proceeds and other monies received by Seller or any Other Seller net of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expensesexpenses related to such income, attorneys’ fees and recording monies or similar feesproceeds, all of related to any such Purchased Asset in accordance with the arrangements under this Section 2.4. Nothing in this Section 2.4 applies to any Consent required under any Antitrust Regulations, which shall be promptly reimbursed governed by Buyer; providedSection 6.3, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained nothing in this Agreement, Section 2.4 applies to obtain all material approvals any consent or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing waiver required by a Governmental Authority to be made before obtained by Seller prior to the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation pursuant to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by BuyerSection 7.3(i).

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of Sections 2.5 and 2.6, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, would require any Consent or waiver of any Governmental Authority or third party and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assigna sale, directly conveyance, transfer, assignment or indirectly, any asset (including any Contract), claim or rightdelivery, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct sale, conveyance, transfer, assignment or indirect assignment thereof, without delivery thereof if any of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of any third party; provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such Third Partyrequired authorization. Following the Closing, would be ineffective the Parties shall use commercially reasonable efforts, and shall cooperate with respect each other, to obtain promptly such Consent or waiver; provided, further, however, that neither Party nor any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption its Subsidiaries shall be made subject required to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightpay any consideration therefor. (b) Following Once such Consent or waiver is obtained, Seller Parent, Seller and the date of the Original Agreement until the Closing DateOther Sellers shall, the Parties and shall cooperate with each other and cause their Subsidiaries to, or if applicable, use their respective commercially reasonable effortsefforts to cause Angel to, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, conveyconvey and license such Purchased Asset and the Purchased Subsidiary Interests, deliver as applicable, to Purchaser for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or assume any asset that would constitute a Transferred Asset if such asset is not transferable license shall be paid in accordance with applicable Law or with Section 6.14. (c) To the extent that any requisite Consent. If the transfer or assignment of any asset intended Purchased Asset cannot be provided to be transferred or assigned hereunder is not consummated prior to or on Purchaser following the Closing Datepursuant to this Section 2.4, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law Purchaser and Seller Parent, Seller or any other requisite ConsentOther Seller, then Sellers as applicable, shall thereafter hold or shall cause its Subsidiaries to, or shall use commercially reasonable efforts to cause Angel to, use commercially reasonable efforts to, enter into such asset arrangements (a “Non Assignable Asset”including subleasing, sublicensing or subcontracting) for to provide to the use parties the economic (taking into account Tax costs and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12benefits) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under applicable Law, Sellers operational equivalent of obtaining such Consent or waiver and the performance by Purchaser of its obligations thereunder. To the extent permitted under applicable Law, Seller Parent, Seller or any Other Seller, as applicable, shall, or shall cause its Subsidiaries to, or shall use their commercially reasonable efforts to take cause Angel to, hold in trust for and pay to Purchaser promptly upon receipt thereof, such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any Purchased Assets and all Liabilities based uponincome, arising out of or relating proceeds and other monies received by such party to the performance of, or failure extent related to perform, any obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable such Purchased Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof in connection with the prior written consent arrangements under this Section 2.4. Such party shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of Buyer (not to be unreasonably withheld, conditioned or delayed)such Purchased Assets. Notwithstanding the foregoing, such party shall have no obligation whatsoever to retain any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance portion of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by BuyerBusiness, other than reasonable out-of-pocket expensesany individual asset or Contract (but only until such time as the transfer thereof may be effected in accordance with this Agreement), attorneys’ fees and recording in order to obtain any such Consent or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice waiver referred to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Section 2.4 or elsewhere in this Agreement. Nothing in this Section 2.4 applies (i) to any Consent or waiver required under any Antitrust Regulations, which Consents and waivers shall be governed by Section 6.3 or (ii) to obtain all material approvals Consents or consents fromreleases with respect to the Subleased Real Property, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority such Consent and release to be made before obtained pursuant to the Closing Date. Neither Sellers nor any provisions of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by BuyerSection 2.6.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of Section 2.5, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, would require any consent or waiver of any Governmental Body or third party and such consent or waiver shall not have been obtained prior to the Asset Closing, this Agreement shall not constitute an agreement to assigna sale, directly conveyance, transfer, assignment or indirectly, any asset (including any Contract), claim or rightdelivery, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct sale, conveyance, transfer, assignment or indirect assignment thereof, without delivery thereof if any of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of such Third Partyany third party; provided, would be ineffective with respect to any party to a Contract concerning such assethowever, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates orthat, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that the satisfaction or waiver of the conditions contained in ARTICLE VIII, the Asset Closing shall occur notwithstanding the foregoing without any adjustment to the extent Purchase Price on account of such Consent is not able to be obtained in accordance with required authorization. Following the provisions of this Section 6.12Asset Closing, the provisions of Section 6.12(c) Company and Purchaser shall apply to such assetuse commercially reasonable efforts, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties and shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreementother, to obtain all material Consentspromptly such consent or waiver; provided, including those set forth on Schedule 6.12(b). Neither Sellers further, that the Company, Purchaser nor any of their respective Affiliates Subsidiaries shall have any obligation be required to (i) pay any consideration to any Person for therefor. Once such consent or waiver is obtained, the purpose of obtaining any ConsentCompany shall, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consentshall cause its Subsidiaries to, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, conveyconvey and license such Purchased Asset to Purchaser for no additional consideration. (b) To the extent that any Purchased Asset cannot be provided to Purchaser following the Asset Closing pursuant to this Section 2.4, deliver Purchaser and the Company shall use commercially reasonable efforts to enter into such arrangements (including subleasing, sublicensing or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If subcontracting) to provide to each other the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset economic (a “Non Assignable Asset”taking into account Tax costs and benefits) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under applicable Law, Sellers shall use their commercially reasonable efforts to take operational equivalent of obtaining such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted consent or waiver and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, any by Purchaser of its obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyerthereunder. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews permitted under applicable Law, the Company and its Subsidiaries shall hold in trust for and pay to Purchaser promptly upon receipt thereof, such Non Assignable Asset unless terminated or cancelled Purchased Assets and all income, proceeds and other monies received by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant the Company and its Subsidiaries to the terms thereof with the prior written consent of Buyer (not extent related to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Purchased Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, arrangements under this Section 2.4. The Company and its Subsidiaries shall be permitted to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or set off against such amounts all direct costs associated with the retention and maintenance of such maintenance are advanced by BuyerPurchased Assets. Nothing in this Section 2.4 applies to any consent or waiver required under any Competition Laws, other than reasonable out-of-pocket expenses, attorneys’ fees which consents and recording or similar fees, all of which waivers shall be promptly reimbursed governed exclusively by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer Section 7.6 of the amount of all such expenses and feesMerger Agreement. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) The Company and Parent shall, as promptly as possible, (i) make, or cause or be made, cooperate with the other party hereto and use (and shall cause its respective Affiliates to use) its reasonable best efforts to promptly (i) take or cause to be taken, all actions, and do, or cause to be done, all things, necessary proper or advisable to cause the conditions to Closing set forth in SECTION 7 to be satisfied as promptly as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents under applicable Laws; and (ii) obtain, or cause to be obtained, all consents, authorizations, orders and approvals from, and make all filings with, all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. The Company will use its reasonable best efforts to obtain any consent, approval or waiver, or give any notice, with respect to Company Material Contracts listed in Section 6.4 of the Company Disclosure Letter. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Notwithstanding anything in this Agreement to the contrary, this Agreement shall reasonable best efforts will not constitute an agreement to assignobligate the Parent, directly or indirectlythe Company, any asset (including any Contract), claim or right, the Surviving Corporation or any benefit arising under other Subsidiary of Parent or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates Company to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to : (i) pay undertake or enter into agreements or agree to the entry of an order or decree with any consideration to any Person for the purpose of obtaining any ConsentGovernmental Authority, or (ii) pay commit to sell or dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Parent, the Company, the Surviving Corporation or any costs other Subsidiary of Parent or expenses the Company, (iii) commit to terminate, amend or replace any existing relationships and contractual rights and obligations of Parent, the Company, the Surviving Corporation or any Person in connection with obtaining any Consentother Subsidiary of Parent or the Company, unless all of such costs and expenses (if anyiv) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by terminate any relevant Third Party for venture or other arrangement of Parent, the purposes Company, the Surviving Corporation or any other Subsidiary of obtaining Parent or the required Consents and shall enter into such undertakings Company or procure such guarantees in favor (v) effectuate any other change or restructuring of Parent, the Company, the Surviving Corporation or any relevant Third Party as may be reasonably requested by such relevant Third Party for other Subsidiary of Parent or the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall applyCompany. (c) Notwithstanding anything to All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the contrary in this Agreement staff or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment regulators of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligatedGovernmental Authority, in connection with the foregoingtransactions contemplated hereunder shall be disclosed to the other party hereunder in advance of any filing, to expend any money submission, disclosure or personnel attendance, it being the intent that the parties will consult and ▇▇▇▇▇▇▇▇▇ with one another, and consider in good faith the views of one another, in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with any such maintenance are advanced by Buyeranalyses, other than reasonable out-of-pocket expensesappearances, attorneys’ fees meetings, discussions, presentations, memoranda, briefs, filings, arguments, and recording or similar fees, all of which proposals. Each party shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide give notice to Buyer the other party with respect to any meeting, discussion, appearance, presentation or other contact with any Governmental Authority or the staff or regulators of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority with such notice being sufficient to be made before provide the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation other party with the opportunity to pay any costs attend and participate in such meeting, discussion, appearance, presentation or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerother contact.

Approvals and Consents. (a) Notwithstanding anything in this Agreement Prior to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the AMP Closing Date, AGSA shall, and shall cause the Parties shall cooperate with each other AGSA Retained Subsidiaries and AMP Entities to, use their respective commercially reasonable effortsefforts to promptly give all notices to, subject to and without limiting anything contained in this Agreement, to obtain all material Consentsconsents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consentauthorizations, approvals and waivers from, all third parties whose consent, authorization, approval or (ii) pay any costs or expenses of any Person waiver is required in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assignconveyance, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer contribution or assignment of any asset intended contemplated by Section 2.2(a) to be transferred to an AMP Entity or assigned hereunder is an AGSA Retained Subsidiary. To the extent not consummated obtained prior to or on the AMP Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for following the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the AMP Closing Date, to AGSA shall, and shall cause the extent permitted by LawAGSA Retained Subsidiaries to, Sellers and AMPSA shall, and shall cause the other AMP Entities to, use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that promptly give all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gainnotices to, and dominionobtain all consents, control authorizations, approvals and command over such assetwaivers from, are to inure from and after the Closing Date to Buyer. After the Closingall third parties whose consent, Buyer shall indemnify and hold harmless Sellers and their Affiliatesauthorization, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of approval or relating to the performance of, or failure to perform, any obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, waiver is required in connection with the foregoingconveyance, transfer, contribution or assignment of any asset contemplated by Section 2.2(a) to expend any money be transferred to an AMP Entity or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shallan AGSA Retained Subsidiary, as promptly as practicableapplicable. AGSA shall not, provide notice to Buyer and shall cause the AGSA Retained Subsidiaries not to, and AMPSA shall not, and shall cause the other AMP Entities not to, intentionally take any action that will have the effect of delaying, impairing or impeding the amount receipt of all such expenses and fees. (d) Following the date of the Original Agreementany required consents, the Parties shall cooperate with each other and use their respective commercially reasonable effortsauthorizations, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerwaivers.

Approvals and Consents. (a) Notwithstanding anything in this Agreement or any other Closing Transfer Document to the contrary, neither this Agreement nor any other Closing Transfer Document shall not constitute an agreement to assignsell, directly convey, transfer, assign or indirectly, any asset deliver (including any Contract), claim or right, a “Transfer”) to Buyer or any Other Buyer (or, in connection with Operational Separation, to any Purchased Entity) any Purchased Asset or any claim, right or benefit arising under or resulting from such assetPurchased Asset if and for so long as the Transfer or attempted Transfer to Buyer or any Other Buyer (or, claim or rightin connection with Operational Separation, if an attempted direct or indirect assignment thereofto any Purchased Entity), without the consent or waiver Consent of a Third Party (eachthird party, a “Consent”)under applicable Law or the express terms of the applicable Contract, would constitute a breach or other contravention of the rights of such Third Partythird party, would be ineffective with respect to any party to a Contract an agreement concerning such assetPurchased Asset, claim or, unless waived by Buyer, would in any material way adversely affect the rights, upon Transfer, of Buyer or right its Affiliates with respect to such Purchased Asset (such assets being referred to herein as “Restricted Assets”). Notwithstanding anything in this Agreement to the contrary, unless and until any such Consent with respect to any Restricted Asset is obtained, such Restricted Asset shall not constitute a Purchased Asset; provided that at no time on or after the Closing shall any Restricted Assets for which Consent has not been obtained constitute Excluded Assets nor shall any Liability arising out of, or related to, such Restricted Assets constitute an Excluded Liability solely by virtue of being Restricted Assets, in each case for purposes of this Agreement; provided, further, that any Liability (other than an Excluded Liability) arising from such Restricted Assets on or after the Closing, including any Taxes to the extent related thereto, shall be an Assumed Liability for purposes of this Agreement to the same extent as would have been the case had such Restricted Asset been Transferred to Buyer at Closing, and Buyer shall indemnify Seller for all such Taxes (including any additional amount sufficient to place Seller in the same after-Tax position as it would have been had the Restricted Assets been actually Transferred to Buyer at Closing), provided that Seller shall cooperate, as reasonably requested by Buyer, to minimize the amount of such Taxes, including by claiming any available exemption or any available refund, relief, credit or other recovery, and by executing and filing any invoices, forms or certificates (including residency certificates) reasonably required and shall, or shall cause its Subsidiaries to, enter into all Contracts or other arrangements reasonably requested by Buyer to minimize any such Tax and any Tax imposed on Buyer as a result of the transfer of benefits under such Restricted Assets to Buyer in accordance with this Section 2.6. For the avoidance of doubt, such cooperation shall not include any change to the operations of Seller or its Subsidiaries or require Seller or its Subsidiaries to carry out any other restructuring activities and Buyer shall indemnify Seller for all of its reasonable, out-of-pocket costs (including Taxes) incurred to implement any Tax planning techniques requested by Buyer pursuant to the preceding sentence. Once such Consent is obtained (or such other impediment to Transfer ceases to exist), Seller shall, or shall cause its Subsidiaries to, Transfer at Closing (or, if to be transferred in connection with Operational Separation, at Operational Separation in the applicable jurisdiction) or as promptly as reasonable practicable thereafter the relevant Purchased Asset to which such Consent or other impediment to Transfer relates to Buyer or the applicable Other Buyer (or, if to be transferred in connection with Operational Separation, to the applicable Purchased Entity) for no additional consideration. Applicable Transfer Taxes and VAT in connection with such Transfer shall be paid in accordance with Section 6.8. This Section 2.6(a) does not relate to Shared Contracts which are addressed in Section 2.6(c) and Section 2.6(d). (b) Each Party shall use, and shall cause their respective Subsidiaries to use, reasonable best efforts, and shall, to the extent permitted under applicable Law, reasonably cooperate with each other, to obtain or to cause to be obtained any requisite Consent, substitution, or amendment required to Transfer and novate to Buyer (or, if to be transferred in connection with Operational Separation, the applicable Purchased Entity) all rights and obligations of Seller and its Subsidiaries with respect to the Purchased Assets and the Assumed Liabilities such that, in any case, Buyer (or, if to be transferred in connection with Operational Separation, the applicable Purchased Entity) will be solely benefited by and responsible for such rights and obligations from and after the Closing Date (or, if to be transferred in connection with Operational Separation, Operational Separation in the applicable jurisdiction), in each case, other than Excluded Assets and Excluded Liabilities and otherwise to the extent such rights and obligations would have Transferred to Buyer at the Closing pursuant to this Agreement had no restriction on such Transfer been imposed. Nothing in this Section 2.6 shall require Buyer, Seller or any of their Subsidiaries to pay any amount, grant or alter any rights or contractual provisions, grant any guarantee or provide any other consideration to any third party or incur additional costs or expenses in order to obtain any such Consent or any novation, other than general reasonable internal costs, overhead and reasonable use of internal personnel and assets or infrastructure. Further, in no event will Seller, and Seller shall cause its Subsidiaries not to, (A) commit to make any payments other than cash payments that are Excluded Liabilities or otherwise paid in full prior to the Closing or (B) make any non-monetary concession that would purport to bind Buyer, its Subsidiaries, the Business or any Purchased Entities following the Closing beyond that which would have otherwise constituted an Assumed Liability had such Restricted Assets been Transferred to Buyer at Closing. In the event that Seller determines to seek a novation with respect to any Assigned Contract, then, subject to the same limitations under this Section 2.6(b) applicable to the Parties’ obligations to seek a Consent, Buyer shall, to the extent permitted under applicable Law, reasonably cooperate with, and shall cause its Subsidiaries to reasonably cooperate with, Seller and the Other Sellers (including, where necessary, entering into appropriate instruments of assumption) to cause such novation to be obtained and to have Seller and the Other Sellers released from all liability that constitutes Assumed Liabilities to third parties with respect to such Assigned Contract, in each case, to the extent consistent with the terms of this Agreement and with effect to occur from and after Closing. With respect to any Assumed Liabilities for which Seller, or any Affiliate of Seller, has any secondary liability to third parties, Buyer shall provide Seller reasonable access and information in order for Seller to ascertain continuing compliance by Buyer and its Subsidiaries with all material contract terms and conditions applicable thereto. Notwithstanding anything else set forth in this Section 2.6, no Party shall be required to take any action that (i) violates any contractual obligation of such Party that is in effect on the Agreement Date in a manner that would reasonably be expected to materially and adversely impact such Party or (ii) violates applicable Law. The obligations of each Party under this Section 2.6(b) shall expire 12 months after the Closing Date except those obligations under this Section 2.6(b) with respect to any Government Contract necessary or relating to the Business, which obligations shall not expire until 24 months after the Closing Date. (c) Prior to the Closing Date, Seller shall use reasonable best efforts to separate the rights and obligations under each Shared Contract (other than any Excluded Shared Contract) to the extent that they relate to the Business (a “Split Interest”) and Transfer to Buyer or its designee (or, if to be transferred in connection with Operational Separation, the applicable Purchased Entity) any Split Interest and replicate such Shared Contract for the benefit of Buyer or its designee (or, if to be transferred in connection with Operational Separation, the applicable Purchased Entity) (with such replicated Contract imposing no additional or differing obligations (except arising from different volume-based arrangements) than, and otherwise on substantially the same terms as, the applicable Shared Contract (except that the replicated Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) such that as of the Effective Time, Buyer or such designee (or, if to be transferred in connection with Operational Separation, as of Operational Separation, the applicable Purchased Entity) shall be entitled to such Split Interest and replicated Contract, each of which, being deemed a Purchased Asset for all purposes of this Agreement, subject to this Section 2.6(c). If an attempted Transfer of a Split Interest or replication of such Shared Contract, without the Consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning the applicable Shared Contract, or, unless waived by Buyer, would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer (except such differences under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether volume-based arrangements as a result of a prohibition on transfer due changes to a violation or breach of applicable Law or any other requisite Consentvolume), then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possibleupon Transfer, of Buyer or its Subsidiaries with respect to such Split Interest, as applicable (each, a “Restricted Split Interest”), then (i) until such Consent (or replication and transfer to Buyer or the consummation Purchased Entity) has occurred, such Restricted Split Interest shall not constitute a Purchased Asset nor shall any Liability arising out of, or related to such Restricted Split Interest constitute an Excluded Liability solely by virtue of being Restricted Split Interests, (ii) Seller shall use reasonable best efforts to obtain all requisite Consents to Transfer to Buyer (or, if to be transferred in connection with Operational Separation, the transfer applicable Purchased Entity) such Restricted Split Interest on the Closing Date (or, if to be transferred in connection with Operational Separation, at Operational Separation for such jurisdiction) or assignment thereof(to the extent not completed by such date), but in no event longer than twelve (12) for 12 months after the Closing Date (or as otherwise mutually determined by in the Parties). In additioncase of Government Contracts, for the period beginning on the Closing Date and not to exceed twelve (12) 24 months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly thereafter as reasonably practicable, provide notice to and (iii) Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall reasonably cooperate with each other and use their respective commercially reasonable efforts, subject best efforts to and without limiting anything contained assist Seller in obtaining such Consents; provided that (A) nothing in this AgreementSection 2.6(c) shall require Buyer, to obtain all material approvals Seller or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation Subsidiaries to pay any amount, grant any rights, grant any guarantee or provide any other consideration to any third party or incur additional costs or expenses in connection with making a Regulatory Filingorder to obtain any such Consent, unless all other than general reasonable internal costs, overhead and reasonable use of such costs internal personnel and expenses assets or infrastructure and (if anyB) in no event will be borne exclusively by Buyer.Seller, and Seller shall cause its Subsidiaries not to,

Approvals and Consents. (a) Notwithstanding anything in this Agreement Each party hereto shall cooperate with the other party and use commercially reasonable efforts to the contrarypromptly prepare and file all necessary documentation, this Agreement shall not constitute an agreement to assigneffect all applications, directly notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of Governmental Entities which are necessary or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from advisable for such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect consummate the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment transactions contemplated by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtainedthis Agreement; provided that that, except to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those expressly set forth on in Schedule 6.12(b4.3(a). Neither Sellers , neither Seller nor Purchaser nor any of their respective Affiliates shall have any obligation to (i) offer or pay any consideration or agree to any Person restriction, covenant, undertaking, limitation or divestiture of any kind whatsoever in order to obtain any such consents or approvals; and provided, further, that Seller shall not make any agreement or understanding affecting the Assets, the Assumed Liabilities or the Branch Business as a condition for the purpose of obtaining any Consentsuch consents or waivers except with the prior written consent of Purchaser. Seller will act diligently and reasonably in attempting to obtain, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to Purchaser, from any party to any Contract or Lease required to be obtained to assign or transfer any such agreements to Purchaser or to otherwise satisfy the conditions set forth in Section 9.2. The parties have the right to review in advance and, to the extent practicable, will consult the other, subject to Applicable Laws relating to the exchange of information and except to the extent that such information would be, or (ii) pay relates to information that would be, filed under a claim of confidentiality, on all the information relating to Purchaser or Seller, as the case may be, and any costs of their respective Affiliates, which appear in any filing made with, or expenses of written materials submitted to, any Person third party or any Governmental Entity in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively the transactions contemplated by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required ConsentsAgreement. The provisions of this Section 6.12 shall not apply parties hereto agree that they will consult with each other with respect to the Shared Contractsobtaining of all permits, with consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations and notifications relating thereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Entity in respect to which Section 6.13 of any such application (except for any confidential portions thereof). In exercising the foregoing rights and obligations, each of the parties hereto shall apply. (c) act reasonably and as promptly as practicable. Notwithstanding anything to the contrary in this Agreement or any Ancillary AgreementSection 4.3, neither (i) each of the parties hereto shall file with the appropriate Governmental Entity all applications for all regulatory approvals, consents, permits and authorizations which such party is required to obtain in connection with the consummation of the transactions contemplated by this Agreement nor any Ancillary within ten (10) Business Days after the execution hereof and (ii) each of the parties hereto agrees that, between the date of this Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on and the Closing Date, whether it will not knowingly take any actions that would obstruct or prevent it from obtaining the Requisite Regulatory Approvals. (b) Purchaser and Seller shall, upon request, furnish each other with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as a result may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of a prohibition on transfer due to a violation or breach of applicable Law Purchaser, Seller or any of their respective subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (c) Purchaser and Seller shall promptly advise each other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) upon receiving any communication from any Governmental Entity relating to this Agreement whose consent or approval is required for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereoftransactions contemplated by this Agreement. (d) Seller shall cooperate in a commercially reasonable fashion with Purchaser so that Purchaser may substitute, but in no event longer than twelve (12) months after the Closing Date (or effective as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after of the Closing Date, to the extent permitted any collateral posted by Law, Sellers Seller as security for any Deposits by depositors. Purchaser shall use their its commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating make arrangements acceptable to such Non Assignable Asset, including possession, use, risk depositors effective as of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating replace Seller’s collateral with collateral belonging to the performance of, or failure to perform, any obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; Purchaser; provided, however, that Sellers shall, if replacement collateral is not obtained by Purchaser for any such Deposits as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor , Seller shall be entitled to terminate its existing collateral arrangements effective as of the Closing and, notwithstanding anything herein to the contrary, such termination shall not be deemed to constitute or result in any breach of their respective Affiliates shall have any obligation to pay any costs representation, warranty, covenant or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively other agreement made by BuyerSeller and/or Parent hereunder.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of Section 2.5, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, would require any Consent or waiver of any Governmental Authority or third Person and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assigna sale, directly conveyance, transfer, assignment or indirectly, any asset (including any Contract), claim or rightdelivery, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct sale, conveyance, transfer, assignment or indirect assignment thereof, without delivery thereof if any of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of any third Person; provided, however, that, subject to the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such Third Partyrequired authorization. Following the Closing, would be ineffective the Parties shall use commercially reasonable efforts, and shall cooperate with respect each other, to obtain promptly such Consent or waiver; provided, further, that neither Party nor any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption its Subsidiaries shall be made subject required to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightpay any consideration therefor. (b) Following the date of the Original Agreement until the Closing DateOnce such Consent or waiver is obtained, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any ConsentSeller shall, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consentshall cause its Subsidiaries to, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, conveyconvey and license such Purchased Asset to Purchaser for no additional consideration. Any applicable Transfer Taxes in connection with such sale, deliver assignment, transfer, conveyance or assume any asset that would constitute a Transferred Asset if such asset is not transferable license shall be paid in accordance with applicable Law or with Section 6.9. (c) To the extent that any requisite Consent. If the transfer or assignment of any asset intended Purchased Asset cannot be provided to be transferred or assigned hereunder is not consummated prior to or on Purchaser following the Closing Datepursuant to this Section 2.4, whether as a result of a prohibition on transfer due Purchaser and Seller shall use commercially reasonable efforts to a violation enter into such arrangements (including subleasing, sublicensing or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset subcontracting) to provide to the Parties the economic (a “Non Assignable Asset”taking into account Tax costs and benefits) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under applicable Law, Sellers shall use their commercially reasonable efforts to take operational equivalent of obtaining such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted Consent or waiver and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, any by Purchaser of its obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyerthereunder. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews permitted under applicable Law, Seller shall hold in trust for and pay to Purchaser promptly upon receipt thereof, such Non Assignable Asset unless terminated or cancelled Purchased Assets and all income, proceeds and other monies received by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant Seller to the terms thereof extent related to any such Purchased Asset in connection with the prior written consent arrangements under this Section 2.4. Seller shall be permitted to set off against such amounts all reasonable direct costs associated with the retention and maintenance of Buyer (not to be unreasonably withheld, conditioned or delayed)such Purchased Assets. Notwithstanding the foregoing, Seller shall have no obligation whatsoever to retain any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance portion of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by BuyerBusiness, other than reasonable out-of-pocket expensesany individual asset or Contract (but only until such time as the transfer thereof may be effected in accordance with this Agreement), attorneys’ fees in order to obtain any such Consent or waiver referred to in this Section 2.4 or elsewhere in this Agreement. Nothing in this Section 2.4 applies to any Consent or waiver required under any Antitrust Law, which Consents and recording or similar fees, all of which waivers shall be promptly reimbursed governed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesSection 6.3. (d) Following In the date event that there are any Contracts for the purchase of products or services, including the provision of warranty, repair or support services of the Original AgreementBusiness, from or by Seller or any of its Subsidiaries which were not included in the Parties shall cooperate with each other Purchased Assets or the Assumed Liabilities and use their respective commercially reasonable efforts, subject to and without limiting anything contained in which were not specifically excluded from the transfers under this Agreement, but which would have been transferred to obtain all material approvals Purchaser as part of this Agreement but for the fact that such Contract was not discovered until after the Closing or consents frominadvertently was not assigned (each, or to provide or make any material notice or registration filing with (each a “Regulatory FilingLater Discovered Contract”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all extent permitted under the terms and conditions of such costs Later Discovered Contract and expenses (if any) will be borne exclusively by Buyerunder the applicable laws, Purchaser and Seller agree to cooperate in assigning to Purchaser such Later Discovered Contract or the applicable rights or obligations under such Later Discovered Contract.

Approvals and Consents. (a) Notwithstanding anything in this Agreement to conveyance, transfer, assignment or delivery thereof if any of the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable law or other contravention of the rights of such Third Partyany third party; provided, would be ineffective with respect to however, that the Closing shall occur notwithstanding the foregoing without any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that adjustment to the extent Purchase Price on account of such Consent is not able to be obtained in accordance with required authorization. Following the provisions of this Section 6.12Closing, the provisions of Section 6.12(c) parties shall apply to such assetuse commercially reasonable efforts, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties and shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreementother, to obtain all material Consentspromptly such authorizations, including those set forth on Schedule 6.12(b). Neither Sellers approvals, consents or waivers; provided, further, however, that neither Seller nor Purchaser nor any of their respective Affiliates shall have any obligation be required to (i) pay any consideration therefor, other than Transfer Taxes payable to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable Governmental Authority in accordance with applicable Law Section 6.16(a)(ii). Pending or with any requisite Consent. If in the transfer absence of such authorization, approval, consent or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Datewaiver, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite ConsentSeller shall, then Sellers and shall thereafter cause its Subsidiaries to, hold such asset (a “Non Assignable Asset”) Purchased Asset for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until Purchaser and its Designees. The parties shall cooperate with each other to enter into mutually agreeable and lawful arrangements designed to provide to Purchaser the consummation costs and benefits of use of such Purchased Asset and to Seller or its Subsidiaries the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Assetbenefits, including possessionany indemnities, use, risk of loss, potential for gain, and dominion, control and command over such asset, are that they would have obtained had the Purchased Asset been conveyed to inure from and after the Closing Date to Buyer. After Purchaser at the Closing. Once such authorization, Buyer approval, consent or waiver is obtained, Seller shall indemnify or shall cause its Subsidiaries to sell, assign, transfer, convey and hold harmless Sellers license such Purchased Asset to Purchaser for no additional consideration. Purchaser and their AffiliatesSeller shall be required to pay any applicable Transfer Taxes in connection with such sale, Representativesassignment, successors and assigns from and against any and all Liabilities based upontransfer, arising out of conveyance or relating to the performance of, or failure to perform, any obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyerlicense in accordance with Section 6.16(a)(ii). To the extent that any Non Assignable Purchased Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall cannot be prohibited from terminating or canceling such Non Assignable Asset as permitted provided to Purchaser following the Closing pursuant to this Section 2.4, Purchaser and Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the terms parties the economic (taking into account Tax costs and benefits) and, to the extent permitted, operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of its obligations thereunder. Seller and its Subsidiaries shall hold in trust for and pay to Purchaser promptly upon receipt thereof such Purchased Assets and all income, proceeds and other monies received by Seller or any of its Subsidiaries in connection with its use of any such Purchased Asset in connection with the prior written consent arrangements under this Section 2.4. Seller and its Subsidiaries shall be permitted to set off against such amounts any direct costs (it being understood that Seller does not waive any claim for indirect costs) associated with the retention and maintenance of Buyer (not to be unreasonably withheld, conditioned or delayed)such Purchased Assets. Notwithstanding the foregoing, Seller shall have no obligation whatsoever to retain any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance portion of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by BuyerBusiness, other than reasonable out-of-pocket expensesany individual asset or Contract (but only until such time as the transfer thereof may be effected in accordance with this Agreement), attorneys’ fees and recording in order to obtain any such authorizations, approvals, consents or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice waivers referred to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Section 2.4 or elsewhere in this Agreement. Seller and Purchaser acknowledge that the Consent of certain Governmental Authorities that are parties to Assumed Contracts may be required to assign such Assumed Contracts to Purchaser or that such Assumed Contracts may be required to be rebid; in connection therewith Purchaser acknowledges that such rebids may not be won and that such Consents may not be obtained prior to the Closing and that the failure to obtain any such Consents or win any such re-bids shall not delay the Closing or provide Purchaser with any recourse against Seller following the Closing (it being understood that this Section 2.4 shall apply, to obtain all material approvals or consents fromthe extent feasible, or to provide or make any material notice or registration filing such Assumed Contracts with (each a “Regulatory Filing”Governmental Authorities), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything in this Agreement Upon the terms and conditions set forth herein, each of the parties shall use commercially reasonable efforts to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or righttake, or any benefit arising under cause to be taken, all actions and to do, or resulting cause to be done, and to assist and cooperate with the other parties in doing, all things, necessary, proper or advisable to make effective as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining those consents, approvals, clearances, ratifications, permissions, authorizations and waivers from such assetthird Persons listed in Section 5.2(a) of the Schedules (collectively, claim or right, if the “Consents”). If the parties cannot obtain a Consent that is necessary to assign a Real Property Lease to Buyer pursuant to an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party and assumption agreement between Buyer and Seller (each, a “ConsentLease Assignment and Assumption Agreement”), would constitute Seller shall use commercially reasonable efforts to obtain consent to sublease the entire premises related to such Real Property Lease to Buyer pursuant to a breach or other contravention sublease agreement between Buyer and Seller (a “Sublease Agreement”) and, if such consent is obtained, Buyer and Seller will enter into a Sublease Agreement in customary form. During the period prior to Closing, Seller shall exclusively negotiate with the landlords regarding the Consents and neither Buyer nor Krakoff will have any discussions with any landlord for the Real Property Leases unless Seller consents to such discussions and is granted an opportunity to participate in such discussions. Following the Closing, each of the rights parties shall continue to use commercially reasonable efforts to obtain any of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided Consents that were not obtained prior to the extent such Consent is not able to be obtained in accordance with Closing. Notwithstanding the provisions of this Section 6.12foregoing, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers neither Seller nor any of their respective its Affiliates shall have any obligation to (i) pay make payments or any consideration concessions to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person third party in connection with obtaining any Consentof the Consents. In connection with obtaining a Consent necessary to assign or sublease, unless all as applicable, the Real Property Leases pursuant to this Section 5.2(a), except as otherwise provided in this Agreement, neither Buyer nor Seller shall be required to pay any increase in the rent or other amounts payable under the related Real Property Lease, to agree to any other modifications of the terms of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references Real Property Lease (including regarding its creditworthinessa shortening of the lease term) as may reasonably or otherwise be required to pay any premium or fee, except that Buyer and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and Seller shall enter into such undertakings or procure such guarantees in favor each pay half of any relevant Third Party as may be reasonably requested processing fee or reimbursement of landlord legal expenses required by the terms of the assignment clause of such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall applyReal Property Lease. (cb) Notwithstanding anything Subject to Section 6.3(d), without limiting the contrary foregoing in this Agreement Section 5.2(a), in the event that the parties are unable to obtain the Consent(s) necessary to assign or any Ancillary Agreementsublease a Real Property Lease to Buyer (such Real Property Lease, neither this Agreement nor any Ancillary Agreement a “Retained Lease”), Seller shall constitute an agreement use commercially reasonable efforts to sell, assign, transfer, convey, deliver or assume any asset that provide Buyer with such rights as it would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether have as a result of lessee under such Retained Lease for a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and continuing until the earlier to occur of (i) the expiration of the current term of such Retained Lease (not including any amendments to, or extensions or renewals of, such term) and (ii) the date upon which all Consents necessary to exceed twelve assign or sublease such Retained Lease to Buyer have been obtained (12) months after such period, the Closing Date“Lease Retention Period”); provided, that neither Buyer nor Seller shall be required to the extent permitted by Law, Sellers shall use their commercially reasonable efforts agree to take any modifications to any such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to BuyerRetained Lease. After the Closing, Buyer shall indemnify and hold harmless Sellers and their AffiliatesSeller with respect to all liabilities arising from any Retained Lease during the Lease Retention Period, Representatives, successors and assigns from and against any and including all Liabilities based upon, arising out of or relating payments required to the performance of, or failure to perform, any obligations be made under the Non Assignable Assets that are at terms of the direction Retained Lease. Buyer shall immediately, and in any event within ten (10) Business Days after receipt by Buyer of or notice from Seller of a claim for indemnification hereunder, fully indemnify Seller for any liability with respect to a Retained Lease. Notwithstanding any other provision hereof, if despite Seller’s use of commercially reasonable efforts as required by this Section 5.2(b), Seller has not satisfied the condition identified in Section 6.3(d) of this Agreement, Buyer shall not be obligated to consummate the Contemplated Transactions. (c) Seller shall use commercially reasonable efforts to procure from the mortgagee of the landlord under each Real Property Lease customary non-disturbance protections for the benefit of Buyer. To Buyer as the tenant under such Real Property Lease following the assignment of such Real Property Lease contemplated by Section 2.2(a), to the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall non-disturbance protections benefitting Buyer are not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, already in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesplace. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything in this Agreement From the date hereof until the Closings, Buyer, the Company and the Shareholder shall (i) use their respective reasonable best efforts to the contraryfile, this Agreement shall not constitute an agreement to assignmake or obtain, directly or indirectlyas applicable, any asset (including any Contract)all registrations, claim or rightfilings, or any benefit arising under or resulting from such assetapplications, claim or rightnotices, if an attempted direct or indirect assignment thereofconsents, without the consent or waiver of a Third Party (eachapprovals, a “Consent”)orders, would constitute a breach or other contravention qualifications and waivers listed on Section 7.7 of the rights Disclosure Schedule and (ii) shall make any payments required to accomplish the foregoing. For the avoidance of doubt, the cost of such Third Party, would be ineffective with respect to any party to a Contract concerning filings and obtaining such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption consents shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightborne 100% by Buyer. (b) Following the date Each of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to best efforts to: (i) pay any consideration respond to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested inquiries by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings Governmental Authority regarding antitrust or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply other matters with respect to the Shared ContractsTransactions or any agreement or document contemplated hereby; (ii) avoid the imposition of any order or the taking of any action that would restrain, with respect alter or enjoin the Transactions or any agreement or document contemplated hereby; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to which Section 6.13 shall applyconsummate the Transactions or any agreement or document contemplated hereby has been issued, to have such Governmental Order vacated or lifted. (c) Notwithstanding anything If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the contrary Closing, the Shareholder shall, at Buyer’s sole expense, subsequent to the Closing, cooperate with Buyer and the Company in this Agreement attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Shareholder shall use its commercially reasonable efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if the Shareholder provides such rights and benefits, the Company shall assume all obligations and burdens thereunder. (d) Each of the Parties shall use all reasonable best efforts to (i) file or cause to be filed with the FCC all required applications seeking consent to the transfer of control of all applicable Communications Authorizations from Seller to Buyer (the “FCC Applications”) not later than ten (10) Business Days following the date hereof; (ii) file or cause to be filed with the State PUCs all appropriate applications seeking consent to the transfer of control of the applicable Communications Authorizations from Seller to Buyer (the “State PUC Applications”) not later ten (10) Business Days following the date hereof; and (iii) make such filings with any Ancillary Agreementapplicable Governmental Authorities as are necessary to obtain any required consents to the transfer of control of other Communications Authorizations. Each Party shall furnish to the other Party all necessary information concerning such Party and its Affiliates as may be reasonably required for inclusion in the (i) FCC Applications, neither this Agreement nor (ii) State PUC Applications, (iii) any Ancillary Agreement other filings to be made in connection with the Transactions or (iv) to determine compliance with Law. The Parties shall constitute an agreement supply promptly any additional information and documentary material that may be requested by the FCC, the State PUCs, and any other applicable Governmental Authority. Each Party shall work together in good faith and use its reasonable best efforts to sellexpeditiously prosecute all such applications and filings to a favorable conclusion. (e) All analyses, assignappearances, transfermeetings, conveydiscussions, deliver presentations, memoranda, briefs, filings, arguments, and proposals made by or assume on behalf of a party before any asset that would constitute a Transferred Asset if such asset Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between or the Company with Governmental Authorities in the ordinary course of business, any disclosure which is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable permitted by Law or any disclosure containing confidential information) shall be disclosed to the other requisite Consentparty in advance of any filing, then Sellers submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall thereafter hold give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such asset notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (a “Non Assignable Asset”f) for Notwithstanding the use and benefitforegoing, insofar as legally permitted and reasonably possiblenothing in this Section 7.7 shall require, or be construed to require, Buyer or any of Buyer until the consummation of the transfer its Affiliates to agree to (i) sell, hold, divest, discontinue or assignment thereoflimit, but in no event longer than twelve (12) months after the Closing Date (before or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to any assets, businesses or interests of Buyer, the extent permitted by LawCompany or any of their respective Affiliates, Sellers shall use their commercially reasonable efforts to take (ii) any conditions relating to, or changes or restrictions in, the operations of any such other actions as may assets, businesses or interests which, in either case, could reasonably be requested by Buyer expected to result in order to place Buyer, insofar as legally permitted a Material Adverse Effect or materially and reasonably possible, in adversely impact the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the economic or business benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount Transactions, (iii) any material modification or waiver of all such expenses the terms and feesconditions of this Agreement, or (iv) threaten to, commence, prosecute or defend any Action. (dg) Following the date As of the Original AgreementClosing, the Parties shall cooperate Shareholder hereby waives all rights of first refusal, co-sale rights, drag-along rights, consent rights and other similar rights that the Shareholder may have, as well as any restrictions on the transfer of the Shares, in each case under the Company’s organizational documents or otherwise with each other and use their respective commercially reasonable efforts, subject respect to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyertransactions contemplated hereby.

Approvals and Consents. (a) Notwithstanding anything in this Agreement Subject to the contraryterms and conditions hereof, this Agreement Seller Parties shall not constitute an agreement and shall cause Company and BCGS to, use their respective reasonable best efforts (i) to assign, directly or indirectly, any asset (including any Contract), claim or righttake, or any benefit arising under cause to be taken, all actions, and to do, or resulting from such assetcause to be done, claim all things necessary, proper or rightadvisable to consummate and make effective, if an attempted direct or indirect assignment thereofas soon as practicable after the date hereof, without the consent or waiver of a Third Party transactions contemplated hereby and (eachii) to obtain as promptly as practicable all necessary Permits, a “Consent”), would constitute a breach Governmental Orders or other contravention consents, approvals or authorizations of Governmental Authorities or any third parties necessary in connection with the consummation of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtainedtransactions contemplated hereby; provided that the Sellers shall be responsible for the costs associated with obtaining any such approvals. In connection therewith, Seller Parties shall, and shall cause Company and BCGS to make all legally required filings as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated hereby, shall provide and shall cause to provide such information and communications to Governmental Authorities as such Governmental Authorities may request, and shall take and shall cause Company and BCGS to take all reasonable steps that are necessary, proper, or advisable to obtain such Governmental Approvals or third party consents. The Sellers shall provide to Buyer copies of all applications or other communications to Governmental Authorities in connection with this Agreement in advance of the filing or submission thereof; provided, in no event will any party be required to disclose to the other party any information to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightprohibited by applicable Law. (b) Following Without limiting the date generality of the Original Agreement until foregoing: the Closing Date, the Seller Parties shall cooperate with each other cause BCGS to prepare and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to file (i) pay any consideration with FINRA not more than ten (10) Business Days after the date hereof a substantially complete and accurate continuing membership application on Form CMA pursuant to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply NASD Rule 1017 with respect to BCGS (the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable AssetContinuing Membership Application”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoingtransactions contemplated hereby, and thereafter, upon FINRA’s request, promptly provide such additional information as may be requested by FINRA, and (ii) with the Texas Department of Insurance not more than ten (10) Business Days after the date hereof a Texas Form FIN-531 for approval or non-disapproval of the change of control of BCGS (the “Texas Application”). Seller Parties shall, and shall cause BCGS to, make available to expend any money Buyer and its Representatives all material documents to be filed with FINRA or personnel the Texas Department of Insurance prior to submission, and provide Buyer with a reasonable opportunity to review and comment on such documents prior to submission. The Buyer shall cooperate with the Seller Parties and BCGS in preparing the Continuing Membership Application and Texas Application, including by promptly making available additional information relating to its business, assets, properties or ownership as may be requested by FINRA or the Texas Department of Insurance, and taking such other actions reasonably requested by FINRA or the Texas Department of Insurance in connection with the maintenance Continuing Membership Application or Texas Application, as applicable. In the event FINRA approval of the Non Assignable Asset unless Continuing Membership Application has not been obtained prior to Closing, Buyer and the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which Sellers shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice continue to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, best efforts to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before FINRA approval of the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.Continuing Membership -47- 40733748.21

Approvals and Consents. (a) Notwithstanding anything in this Agreement The Seller shall use its best efforts to (i) obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the contraryperformance of its obligations pursuant to, this Agreement shall not constitute an agreement and the Ancillary Agreements and will cooperate fully with the Purchaser in promptly seeking to assignobtain all such authorizations, directly consents, orders and approvals; and (ii) assist the Purchaser to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer become necessary for its execution and delivery of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject and the performance of its obligations pursuant to such Consent being obtained; provided that to this Agreement and the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightAncillary Agreements. (b) Following The Seller shall give promptly such notices to third parties and use its best efforts to obtain such third party consents as the date Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement. Without limiting the generality of the Original Agreement until foregoing, the Seller shall (i) promptly notify in writing any other party to each contract or agreement assumed by the Purchaser, with a copy of such notice to the Purchaser, of the intention to delegate to the Purchaser the Assumed Liabilities and (ii) use its best effort to obtain the written consent of such other party to the assumption of the Assumed Liabilities by the Purchaser. If any other party thereto fails to give such written consent prior to the Closing Date, the Parties relevant contracts or agreements shall cooperate with each other and use their respective commercially reasonable efforts, subject be excluded from the contracts or agreements to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement assumed pursuant to the extent expressly provided therein. Without limiting Assumption Agreement on the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall applyClosing Date. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement The Purchaser shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the cooperate and use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially all reasonable efforts to take assist the Seller in giving such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted notices and reasonably possible, in the same position as if obtaining such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; consents; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates Purchaser shall have any no obligation to pay give any costs guarantee or expenses other consideration of any nature in connection with making a Regulatory Filingany such notice, unless all consent or to consent to any change in the terms of such costs and expenses (if any) will be borne exclusively by Buyerany agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Seller or the Business.

Approvals and Consents. (a) Notwithstanding anything in Whenever, pursuant to any express provision of this Agreement Lease, one party hereto is required to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without obtain the consent or waiver approval of the other party (either as a condition to the exercise of a Third Party (each, a “Consent”right hereunder or otherwise), would constitute then the party from whom such consent or approval is required shall not unreasonably withhold, condition or delay such consent or approval, unless, pursuant to such express provision of this Lease, such party is granted the right to withhold such consent or approval in its sole or absolute discretion (in which event such party may withhold the same in its sole or absolute discretion). Nothing in this Section 12.1(a) shall be deemed to limit or extend any time period expressly set forth in this Lease for a breach party to respond to a request for its consent or other contravention approval. (b) With respect any such express provision of this Lease that requires one party hereto to obtain the consent or approval of the rights other party, if the party from whom such consent or approval is required, pursuant to the provisions of this Lease (including Section 12.1(a) above), not to unreasonably withhold, condition or delay such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim consent or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consentapproval, then such transfer, assignment consent or assumption approval shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained requested, and granted or denied, in accordance with the following provisions: (i) The party requesting the approval or consent (the “Requesting Party”) shall submit to the other party (the “Responding Party”) a written request for approval or consent, together with (x) such information and supporting documentation specifically required under in the pertinent provision of this Lease or (y) if the pertinent provision of this Lease does not specifically require any information or supporting documentation, then such information and supporting documentation (if any) as is reasonably required to evaluate the request. (ii) Unless a specific time period for the Responding Party’s response is provided for in the pertinent provision of this Lease (in which case, such specific time period shall control), the Responding Party shall have ten (10) Business Days to (A) approve in writing the request, (B) deny in writing the request, or (C) if, and to the extent, the Requesting Party failed to submit, with its request, the information and/or documentation required to be submitted under Section 12.1(i)(x) or (y) above, as applicable, then, and only in such event, respond with a written demand for such information and/or documentation. If (x) the Responding Party fails to properly provide any of the above responses, and (y) such failure shall continue for a period of five (5) Business Days after delivery of a notice from the Requesting Party indicating such failure, which notice shall refer to this Section 12.1(b)(ii) and recite, in all capital letters (or other prominent display), the provisions of this Section 6.1212.1(b)(ii), then the requested approval or consent shall be deemed granted. (iii) If the Responding Party properly requests information and/or documentation pursuant to Section 12.1(b)(ii)(C) above, then within five (5) Business Days after the Requesting Party delivers same to the Responding Party, the Responding Party shall, in all events, respond as set forth in Section 12.1(b)(ii)(A) above or Section 12.1(b)(ii)(B) above. If (x) the Responding Party fails to timely so respond, and (y) such failure shall continue for a period of three (3) Business Days after delivery of a notice from the Requesting Party indicating such failure, which notice shall refer to this Section 12.1(b)(iii) and recite, in all capital letters (or other prominent display), the provisions of this Section 6.12(c) 12.1(b)(iii), then the requested approval or consent shall apply to such asset, claim or rightbe deemed granted. (biv) Following the date of the Original Agreement until the Closing DateAll approvals, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gaindenials, and dominionrequests for additional documentation or information, control and command over such assetwhen given, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesin writing. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Except as may otherwise be agreed by the Parties in writing or with respect to any Excluded Shared Contract, from the Agreement Date until the earlier of (x) the date this Agreement is validly terminated in accordance with its terms and (y) 12 months following the Closing, each Party shall, and shall cause its applicable Subsidiaries to, use commercially reasonable efforts to separate, amend, novate, substitute or replicate, on substantially the same terms (provided that, any material change in terms shall require the prior written consent of Buyer and Seller), and Transfer the portion of each Shared Contract relating exclusively to the Business (the interest in such portion of a Shared Contract, a “Split Interest”) to and for the benefit of Buyer or such Other Buyer such that as of the Effective Time, each of Buyer and Seller, or their applicable Subsidiaries as the case may be, shall be entitled to the rights and benefits of such Shared Contract and shall assume the related portion of any Liabilities inuring to the Split Interests of such Shared Contracts (solely to the extent such Liabilities are Assumed Liabilities and not with respect to any Excluded Liabilities), in the case of Buyer or such Other Buyer, and the interest in the remaining portion of such Shared Contracts, in the case of Seller (including all Excluded Liabilities but in no event any Assumed Liabilities). Each Party shall use, and shall cause their respective Subsidiaries to use, commercially reasonable efforts to, and shall reasonably cooperate with each other to, effect such separation (including to take the actions described in Section 2.5(d) but subject to Section 2.5(b)). (b) Notwithstanding anything in this Agreement or any other Closing Transfer Document to the contrary, neither this Agreement nor any other Closing Transfer Document shall not constitute an agreement to assign, directly (i) Transfer to Buyer or indirectly, any asset Other Buyer any Purchased Asset (including any Contract)Business Real Properties) or any claim, claim or right, benefit or any benefit Liability arising under or resulting from such assetPurchased Asset or (ii) separate and Transfer any Split Interest (including by way of replication of the Shared Contract) or any claim, claim or right, benefit or Liability arising under or resulting from such Split Interest, in each case, if an and for so long as the Transfer or attempted direct Transfer to Buyer or indirect assignment thereof, any Other Buyer without the consent or waiver Consent of a Third Party (each, a “Consent”)third party under applicable Law or the express terms of the applicable Contract, would constitute a breach or other contravention of the rights of such Third Partythird party, would be ineffective with respect to any party to a Contract an agreement concerning such assetPurchased Asset or to any Shared Contract, claim or right or would in any way materially and adversely affect the rights of Sellers Seller or their respective Affiliates its Subsidiaries or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12Transfer, the provisions rights of Section 6.12(cBuyer or its Affiliates (as assignee, transferee or otherwise) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to such Purchased Asset or Split Interest (such assets and interests being referred to herein as “Restricted Assets” and “Restricted Split Interests”, respectively, and collectively, the Shared Contracts, with respect to which Section 6.13 shall apply“Restricted Rights”). (c) Notwithstanding anything in this Agreement to the contrary (but without in any way limiting Seller’s obligations under Section 2.5(e)), unless and until any such Consent with respect to any Restricted Asset or Restricted Split Interest, as appropriate, is obtained or the applicable restriction or impediment on Transfer ceases to exist (such time, the “Consent Receipt Time”), no such Restricted Asset nor such Restricted Split Interest shall constitute a Purchased Asset and, except to the extent otherwise provided under Section 2.5(e), all Liabilities arising out of or in connection therewith shall be deemed Excluded Liabilities; provided, that at no time at or after the Closing shall any Restricted Rights for which the Consent Receipt Time has not occurred constitute Excluded Assets nor shall any Liability arising out of, or related to, such Restricted Rights constitute an Excluded Liability solely by virtue of arising out of, or being related to, such Restricted Rights, in each case for purposes of Seller’s indemnification obligations under Article 9; provided, further, that the obligations (other than Excluded Liabilities) relating to or arising in connection with such Restricted Asset or Restricted Split Interest that would have otherwise constituted Assumed Liabilities at the Closing, shall, upon such actual Transfer to Buyer or any applicable Other Buyer, be deemed to be an Assumed Liability for purposes of this Agreement to the same extent as if Transferred to Buyer or any Ancillary applicable Other Buyer at Closing. Once the Consent Receipt Time occurs with respect to any Restricted Rights, such Restricted Rights shall be Transferred to or assumed by Buyer or an Other Buyer (but not before such time and not before the Closing Date) for no additional consideration, and, in each case, the rights, title and interest to such Restricted Asset or Restricted Split Interest shall be deemed to be Purchased Assets for purposes of this Agreement, neither . (d) From the Agreement Date until the earlier of (x) the date this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable validly terminated in accordance with applicable Law its terms and (y) 12 months following the Closing, each Party shall use, and shall cause their respective Subsidiaries to use, commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain or to cause to be obtained any requisite Consent required, including by delivery of any notice, to (i) Transfer or novate to Buyer or such Other Buyer all rights and obligations of Seller and its Subsidiaries with respect to the Restricted Assets and the Assumed Liabilities such that, in any case, Buyer or such Other Buyer will be solely benefited by and responsible for such rights and obligations from and after the Closing Date and (ii) except as may otherwise be agreed by the Parties in writing or with respect to any requisite Excluded Shared Contract, separate and Transfer as of, or as promptly as practicable after, the Closing any Shared Contracts having a Restricted Split Interest, including by way of establishing a new Contract with Buyer or such Other Buyer in respect of the Restricted Split Interest or assigning such Restricted Split Interest to Buyer or such Other Buyer, such that, in any case, Buyer will be solely benefited by and responsible for such rights and obligations in respect of such Restricted Split Interest from and after the Closing Date (including by entering into arrangements reasonably satisfactory to Buyer, for a duration not to exceed 12 months after the Closing, designed to provide to Buyer or such Other Buyer the benefits and liabilities of use or ownership of any applicable Restricted Split Interest, including enforcement for the benefit of Buyer or such Other Buyer of any and all rights of Seller and its Subsidiaries against any other party arising out of any breach or cancellation of any applicable Restricted Split Interest by such other party and, if reasonably requested by ▇▇▇▇▇, acting as an agent on behalf of Buyer or such Other Buyer). Nothing in this Section 2.5 shall require Buyer, Seller or any of their respective Affiliates to pay any amount, grant any additional rights, grant any guarantee or provide any other consideration to any third party in order to obtain any such Consent. If Each Party shall not, and shall cause its respective Subsidiaries not to, without the transfer consent of the other Party, (A) commit to make any payments or assignment (B) make any non-monetary concession, in each case, that would or would purport to bind the other Party or its Subsidiaries or, in the case of Seller, the Business or any Purchased Asset following the Closing in order to obtain such Consent. In the event that Seller determines to seek a novation with respect to any Assigned Contract, then, subject to the same limitations under this Section 2.5(d) applicable to the Parties’ obligations to seek a Consent, Buyer shall, to the extent permitted under applicable Law, reasonably cooperate with, and shall cause its Subsidiaries to reasonably cooperate with, Seller and the Other Sellers (including, where necessary, entering into appropriate instruments of assumption in a form reasonably acceptable to Buyer) to cause such novation to be obtained and to have Seller and the Other Sellers released from all liability that constitutes Assumed Liabilities to third parties with respect to such Assigned Contract, in each case, to the extent consistent with the terms of this Agreement and with effect to occur from and after Closing. With respect to any Assumed Liabilities for which Seller, or any Subsidiary of Seller, has any secondary liability to third parties, Buyer shall, upon the written request of Seller, provide Seller reasonable access (at Seller’s sole cost and expense), in each case, during normal business hours and with reasonable prior notice, to, and in manner so as not to unreasonably interfere with the conduct of Buyer’s or its Affiliates’ business and employees to any books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the conduct of the Business that are reasonably necessary in order for Seller to ascertain continuing compliance by ▇▇▇▇▇ and its Affiliates with all material contract terms and conditions applicable thereto; provided, that neither Buyer nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would reasonably be expected to cause the waiver of any asset intended attorney-client privilege of Buyer or such Subsidiaries (provided that Buyer shall inform Seller as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not waive such privilege). Notwithstanding anything else set forth in this Section 2.5, no Party shall be transferred required to take any action that (A) violates any contractual obligation of such Party in effect as of the Agreement Date in a manner that would adversely impact such Party (other than immaterial impacts as reasonably determined by such Party) or assigned hereunder (B) violates applicable Law. (e) If any required Consent to Transfer Restricted Rights (or to replicate a Shared Contract in respect thereof) is not consummated obtained on or prior to or on the Closing Date, whether then for 12 months following the Closing, the Parties shall continue to use commercially reasonable efforts to obtain such Consents in accordance with Section 2.5(d). With respect to any Restricted Rights for which the Consent Receipt Time has not occurred, the Parties hereby agree to implement such reasonable arrangements (including subleasing, sublicensing or subcontracting) with respect to the underlying rights and obligations related thereto, to the extent permitted by applicable Law and not expressly prohibited by the terms of the applicable Shared Contract, as shall enable Buyer, on and following the Closing Date, to (i) enjoy the benefits of the applicable Restricted Asset or Restricted Split Interest, (ii) if and to the extent Buyer or an Other Buyer is entitled to the benefits under such Restricted Asset or Restricted Split Interest, assume any Liability (other than an Excluded Liability and Taxes (except any Restricted Rights Taxes) and solely to the extent they would otherwise constitute Assumed Liabilities) arising from or related to any such Restricted Asset or Restricted Split Interest at or after the Closing, and any net incremental Taxes (determined after taking into account any applicable expenses, deductions or losses attributable to Restricted Assets or Restricted Split Interests) to the extent related to any Restricted Asset or Restricted Split Interest for any taxable period (or portion thereof) that begins after the Closing Date and ends on the End Date (such Taxes, the “Restricted Rights Taxes”), as an Assumed Liability for purposes of this Agreement to the same extent as would have been the case had such underlying Purchased Assets and Split Interest been able to be Transferred to Buyer or such Other Buyer at Closing, (iii) if applicable and possible following the Closing, Seller and the applicable Other Sellers shall hold and operate such Restricted Rights in a result manner reasonably consistent in all material respects with the manner in which Seller and such Other Sellers hold and operate their other assets and Contracts, subject to the terms of this Agreement, and (iv) if applicable, for Buyer or such Other Buyer to perform (and Buyer or such Other Buyer hereby agrees to perform) the obligations of Seller or any applicable Other Seller in respect thereof (solely to the extent they would otherwise constitute Assumed Liabilities), for no additional consideration, and for Buyer or such Other Buyer to assume the payment, performance and other obligations thereof from and after the Closing, in each case, to provide for Seller or the applicable Other Seller the same benefits and to otherwise place Buyer, such Other Buyer, Seller and Seller’s Subsidiaries in substantially the same position such parties would have been in had such Restricted Asset or Restricted Split Interest been transferred at the Closing (such obligations, the “Subcontracted Work”), until the earliest of (A) the Consent Receipt Time with respect to the applicable Restricted Rights (or replication of the Shared Contract in respect thereof) shall have been obtained, (B) in the case of a prohibition on transfer due to Restricted Asset that is a violation Contract or breach of applicable Law a Restricted Split Interest, such time as such Contract or any other requisite ConsentRestricted Split Interest shall have lapsed, then Sellers shall thereafter hold such asset expired or not have been renewed in accordance with its terms and (a “Non Assignable Asset”C) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) date that is 12 months after the Closing Date (or such earliest date, the “End Date”); provided that with respect to any Shared Contract, the Parties agree that their respective obligations under this sentence will be satisfied by providing the Transition Services (as otherwise mutually determined by defined in the PartiesTSA) set forth on Schedule 5.0 and Schedule 5.1 of the Transition Service Schedules (as defined in the TSA). In addition, for the period beginning on the Closing Date Buyer agrees to perform and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gaindischarge, and dominionshall cause its Subsidiaries to perform and discharge, control the obligations of Seller and command over such assetits Subsidiaries in connection with any Subcontracted Work, are to inure from directly or indirectly, as applicable, through Seller or its Subsidiaries, as applicable, and after the Closing Date to Buyer. After the Closingshall indemnify, Buyer shall indemnify defend and hold harmless Sellers Seller and its Subsidiaries for any Losses (except for Losses resulting from the gross negligence, willful misconduct or intentional breach of Seller, its Subsidiaries or any Person acting at it or their Affiliates, direction (other than Buyer or its Affiliates or their respective Representatives, successors and assigns from and against any and all Liabilities based upon, )) arising out of or relating to the performance of, (x) any Purchased Assets held by Seller or failure to perform, any obligations under the Non Assignable Assets that are at the direction of or its Other Sellers for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted Buyer pursuant to any such arrangement and (y) any failure of Buyer and its Affiliates to perform and discharge such Subcontracted Work in accordance with the terms thereof with set forth in this Section 2.5(e). Seller shall be permitted to set-off against any amounts held for the prior written consent benefit of Buyer (not pursuant to be unreasonably withheldthis arrangement all direct, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if anyincluding any direct out-of-pocket Restricted Rights Taxes) will associated with the retention and maintenance of such Purchased Assets following the Closing; provided, that, notwithstanding anything to the contrary in this Section 2.5(e), to the extent that Buyer bears any Restricted Rights Taxes that are subsequently reduced or refunded, Seller shall promptly pay or cause to be borne exclusively by paid, to Buyer the amount of any such reduction or refund (net of any additional taxes Seller incurs as a result of the receipt of such refund). From and after the Closing, to the extent permitted under applicable Law and for as long as Seller and Buyer maintain the arrangements described above, Seller shall, and shall cause its Subsidiaries to, hold in trust (or such equivalent mechanism permissible under local Law in each relevant jurisdiction) for and exercise at the direction of Buyer., and pay or deliver to Buyer or such Other Buyer promptly upon receipt thereof (as applicable), all benefits, rights, goods, services, income, proceeds and monies received by, or provided to, Seller or its Subsidiaries (x) to the extent related to any Purchased Asset and/or the conduct of t

Approvals and Consents. (a) Notwithstanding anything As promptly as practicable after the Effective Date, each Party will, and Seller and Target will cause each Company to, make all filings required by Law to be made by them in this Agreement order to perform the contraryTransactions contemplated to be performed on or before the Second Closing Date. Each Party will, this Agreement shall not constitute an agreement to assignand Seller and Target will cause each Company, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without cooperate with the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective Parties and their respective Representatives with respect to all filings that such other Parties make in connection with the Transactions. As promptly as practicable after the Effective Date, Seller and Target will cause each Company to solicit the Consents set forth with respect to such Company on Schedule 4.4, but not prior to Buyer’s approval of the form and substance of each such Consent, which approval will not be unreasonably withheld or delayed. Seller and Target will cause each Company to use its commercially reasonable efforts (at Target’s expense), and Buyer will cooperate in all reasonable respects with Seller and the Companies, to obtain all such Consents; provided, however, that such cooperation will not include any party requirement to pay any consideration, to agree to any undertaking or modification to a Contract concerning or Permit or to offer or grant any financial accommodation not required by the terms of such asset, claim Contract or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightPermit. (b) Following As soon as reasonably practicable after the date execution of this Agreement, Target shall instruct its legal counsel, advisors and accountants, in coordination with Buyer, to prepare and file with the ITA an application in form and substance acceptable to Buyer, which acceptance by Buyer will not be unreasonably withheld conditioned or delayed, for a ruling, and such application will provide, among other things that (i) the tax arrangement which will apply to the future payments made in respect of the Original Agreement Unvested Options, which are Section 102 Options and Section 3(i) Options as well as to any Shares issued on account of 102 Options with respect to which the Section 102 Trust Period has not lapsed, including the determination that with respect to such Section 102 Options such payments will continue to be subject to Section 102 and that the Section 102 Trust Period will be deemed to have begun at the time of the grant of such Section 102 Options (ii) the payments made in respect to Vested Options or Section 102 Shares issued upon exercise of Section 102 Options shall not constitute a violation of Section 102 if deposited with the Section 102 Trustee and released, together with interest thereon, to the respective optionee or shareholder, only after the lapse of the Section 102 Trust Period and (iii) Buyer and anyone acting on its behalf shall be exempt from withholding tax in relation to any payments made to the Section 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax Ruling”). If the Israeli Option Tax Ruling is not granted prior to the First Closing, Target shall seek to receive prior to the First Closing, an interim tax ruling confirming, among other things, that Seller, Buyer and anyone acting on their its behalf shall be exempt from Israeli withholding tax in relation to any payments made to the Section 102 Trustee (the “Interim Option Ruling”). To the extent the Interim Option Ruling is obtained, all references herein to the Israeli Option Tax Ruling shall be deemed to refer to such interim ruling, until the Closing Datesuch time that a final definitive Israeli Option Tax Ruling is obtained. Each of Target and Buyer shall cause their respective legal counsel, the Parties shall advisors and accountants to coordinate all activities, and to cooperate with each other and use their respective commercially reasonable effortsother, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contractspreparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, with respect proper or advisable to which Section 6.13 shall apply. (c) Notwithstanding anything obtain the Israeli Option Tax Ruling and/or the Interim Option Ruling. Subject to the contrary in this Agreement or any Ancillary Agreementterms and conditions hereof, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use Target and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers Seller shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating to the performance ofpromptly take, or failure cause to performbe taken, any obligations all action and to do, or cause to be done, all things necessary, proper or advisable under Law to obtain the Non Assignable Assets that are at Israeli Option Tax Ruling and/or the direction Interim Option Ruling as promptly as practicable. The final text of the Israeli Option Tax Ruling or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers Interim Option Ruling shall not in all circumstances be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant subject to the terms thereof with the prior written consent confirmation of Buyer (or its counsel, which consent shall not to unreasonably be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything As promptly as practicable after the date hereof, the Buyer will, and EUSA will and will cause each other Company to, make all filings required by Law to be made by them in this Agreement order to perform the contraryTransactions contemplated to be performed on or before the Closing Date, this Agreement shall not constitute an agreement to assignother than Competition Law filings. As promptly as practicable after the date hereof, directly or indirectlythe Buyer will, any asset and EUSA will and will cause each other Company to, make all required Competition Law filings in the jurisdictions listed in Schedule 5.2(a) (including any Contract)collectively, claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “ConsentKnown Competition Law Filings”), would constitute . The Buyer will pay all Competition Law filing fees required to be submitted to a breach Governmental Body relating to notification or other contravention approval of the rights of such Third PartyTransactions, would be ineffective including but not limited to filing fees for the Known Competition Law Filings. The Buyer will, and EUSA will and will cause each other Company to, cooperate with the other Parties and their respective Representatives with respect to all filings that such other Parties make in connection with the Transactions, including taking all actions requested by the Buyer to cause early termination of any party applicable waiting periods under Competition Laws, and the Parties shall promptly notify one another upon the receipt of any communication from any Governmental Body in connection with efforts related to a Competition Law filings to effectuate the Transactions; provided, that, notwithstanding the foregoing, such efforts on behalf of EUSA shall not include any requirement to agree: (i) to any modification to any existing Contract concerning such asset, claim or right business relationship or would practice; (ii) to dispose of any Company or any portion of its business; or (iii) not to operate in any way adversely affect line of business or geographic area now or in the rights of Sellers or their respective Affiliates orfuture, upon transferin each case, unless agreed to by both the Buyer under such assetand the Stockholders’ Representatives, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained each in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightits sole discretion. (b) Following As promptly as practicable after the date of hereof, EUSA will deliver the Original Agreement until notices, if any, set forth in Schedule 5.2(b)(i) (the Closing Date, “Material Notices”). EUSA and the Parties shall Buyer will cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, efforts to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement Material Consents prior to the extent expressly provided therein. Without limiting Closing; provided, that, notwithstanding the foregoing, Buyer shall provide each Seller (neither the Stockholders’ Representatives nor any Company will be required to pay any consideration, agree to any undertaking or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by modification to a Contract or offer or grant any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings financial accommodation or procure such guarantees other material accommodation in favor of order to obtain any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall applyConsent. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on No later than the Closing Date, whether EUSA shall cause the EUSA Stockholders and their Affiliates (other than the Companies) to be fully released as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date from all obligations: (i) under any guaranties, letters of credit, letters of comfort, performance or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date other bonds; and not (ii) to exceed twelve maintain or provide collateral (12including cash) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, Real Property under any obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesLease. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything The Company shall use its commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in this Agreement the Disclosure Schedules (including but not limited to the contrary, this Agreement shall not constitute an agreement approval of the Arrangement Resolution) and hold all required meetings needed to assign, directly or indirectly, any asset obtain such required approvals and consent (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that but not limited to the extent such Consent is not able to be obtained Meeting) in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or righta timely manner. (b) Following the date of the Original Agreement until the Closing Date, the Parties The Purchaser shall cooperate with each other and use their respective its commercially reasonable effortsefforts to give all notices to, subject to and without limiting anything contained in this Agreement, to obtain all material Consentsconsents from, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for all third parties that are described in the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall applyPurchaser Disclosure Schedules. (c) Notwithstanding anything If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute Subsidiary is a Transferred Asset if such asset party is not transferable obtained before the Closing, the Company shall, after the Closing, cooperate with the Purchaser and the Subsidiary in accordance with applicable Law attempting to obtain such consent, approval or with any requisite Consentauthorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the transfer or assignment Company shall use its best efforts to provide the Subsidiary with the rights and benefits of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) affected Contract for the use term thereof and, if the Company provides such rights and benefitbenefits, insofar as legally permitted the Subsidiary shall assume all obligations and reasonably possible, of Buyer until the consummation of the transfer or assignment thereofburdens thereunder. (d) The Purchaser shall promptly, but in no event longer later than twelve (12) months 15 Business Days after the Closing Date (execution and delivery of this Agreement, notify under the ICA in connection with its proposed purchase of the Shares. The Company shall provide, and cause the Subsidiary to provide, such relevant information and documentation to assist with such notice as the Purchaser may consider necessary or as otherwise mutually determined by desirable to comply with the Parties)ICA. In additionThe Company shall provide, for and cause the period beginning on Subsidiary to provide, the Closing Date and not to exceed twelve (12) months after Purchaser with all requested assistance that the Closing Date, to Purchaser reasonably considers appropriate in respect of completing such notification process under the extent permitted by Law, Sellers ICA. The Purchaser shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in cause the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or Minister responsible for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not ICA to be unreasonably withheld, conditioned or delayed). Notwithstanding satisfied that the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance purchase of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all Shares is likely to be of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice net benefit to Buyer of the amount of all such expenses and feesCanada. (de) Following The Company and the date Purchaser agree that (i) the transfer of the Original AgreementShares is intended to be treated as a “qualified stock purchase” (as that term is defined under the US Tax Code Section 338(d)(3), (ii) the Purchaser may make a US Tax Code Section 338(g) election with respect to the transfer of the Shares, and (iii) if necessary, the Parties Company and the Purchaser shall cooperate with each other and use their respective commercially reasonable effortssign a section 338(g) election form as may be required by Purchaser’s Counsel before, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents fromon, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerafter Closing.

Approvals and Consents. (a) Notwithstanding anything As promptly as practicable after the date ---------------------- of this Agreement, Infinity shall, and shall cause the Seller Subsidiaries to, make all filings required by Legal Requirements to be made by it and them and to take all actions required to be taken by it or them under the Final Judgment, in this Agreement order to consummate the Contemplated Transactions and shall, and shall cause the Seller Subsidiaries to, use its and their Best Efforts to obtain all Governmental Authorizations required for the Contemplated Transactions, including those required pursuant to the contrary, this Agreement shall not constitute an agreement to assign, directly Final Judgment or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would otherwise identified in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or rightSection 3.2. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following Between the date of the Original this Agreement until and the Closing Date, Infinity shall, and shall cause the Parties shall cooperate with each other Seller Subsidiaries to, use its and use their respective commercially reasonable efforts, subject Best Efforts to and without limiting anything contained assist Buyer in this Agreement, to obtain all material Consents, including those set forth obtaining the Consents identified on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to -------- 5.2 (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required "Designated Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”") for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation transfer of the transfer or assignment thereofPurchased Assets. In --- ------------------- addition to any obligations of Sellers under Section 2.10 hereof, but in no event longer than twelve for a period of three (123) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date from and not to exceed twelve (12) months after the Closing Date, Infinity shall, and shall cause the Seller Subsidiaries to, use its and their Best Efforts to the extent permitted by Law, Sellers shall use their commercially reasonable assist Buyer in its efforts to take such other actions as may reasonably be requested by Buyer in order obtain those Designated Consents which were not otherwise obtained prior to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor In furtherance of the foregoing, Infinity shall, and shall cause the Seller Subsidiaries to, take all reasonable steps necessary to secure the approval of the DOJ for the proposed divestiture of the Purchased Assets to Buyer pursuant to the Final Judgment, including, but not limited to, (i) responding to all requests for information by the DOJ to Infinity or the Seller Subsidiaries concerning the proposed divestiture of the Purchased Assets to Buyer and (ii) cooperating with the DOJ in any investigation of their respective Affiliates shall have the proposed divestiture that the DOJ may conduct and in any obligation efforts by the DOJ to pay any costs or expenses in connection ensure compliance with making a Regulatory Filing, unless all of such costs the Final Judgment and expenses (if any) will be borne exclusively by Buyerthe ▇▇▇▇▇▇ Act.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of Section 2.5, to the extent that the assignment or attempted assignment to Purchaser of any Transferred Contract would result in a violation of any applicable Law, or would require any Consent or waiver of any Governmental Authority or third party and such Consent or waiver shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or rightassignment, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without thereof if any of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of any third party; provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article VII, the Applicable Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such Third Partyrequired authorization. Following the Applicable Closing, the Parties shall use commercially reasonable efforts, and shall cooperate with each other, to obtain promptly such Consent or waiver; provided, further, however, that neither Party nor any of its Affiliates shall be obligated to pay any money or other consideration or grant forbearances to any third party therefor. (b) Once such Consent or waiver is obtained, each Seller Party shall, and shall cause its Affiliates to assign such Transferred Contract to Purchaser for no additional consideration. (c) If such Consent is not obtained, or if an attempted assignment of such Transferred Contract would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers any Seller Party thereunder so that Purchaser would not in fact receive all such rights, Purchaser and the Seller Parties, as applicable, shall or shall cause their respective Affiliates or, upon transfer, Buyer Subsidiaries to enter into a mutually agreeable arrangement under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates towhich Purchaser would obtain the benefits and perform and discharge the obligations thereunder in accordance with this Agreement, or any direct or indirect assumption by Buyer ofunder which such Seller Party would enforce for the benefit of Purchaser at Purchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of such Seller Party’s obligations, any interest inand all rights of the Seller Parties against a third party. Nothing in this Section 2.4 applies (i) to any Consent or waiver required under any Antitrust Regulations, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption which Consents and waivers shall be made subject governed by Section 6.3 or (ii) to such Consent being obtained; provided that Consents or releases with respect to the extent Assigned Real Property, such Consent is not able Consents and releases to be obtained in accordance with the provisions of this Section 6.12, pursuant to the provisions of Section 6.12(c) shall apply to such asset, claim or right2.5. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything in this Agreement or any other Closing Transfer Document to the contrary, neither this Agreement nor any other Closing Transfer Document shall constitute an agreement to sell, convey, transfer, assign or deliver (a “Transfer”) to Buyer or any Other Buyer (or to any Purchased Entity) any Purchased Asset or any claim, right or benefit arising under or resulting from such Purchased Asset if and for so long as the Transfer or attempted Transfer to Buyer or any Other Buyer (or to any Purchased Entity), without the Consent of a third party, under applicable Law or the express terms of the applicable Contract, would constitute a breach or other contravention of applicable Law or of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such Purchased Asset, or, unless waived by Buyer, would in any material way adversely affect the rights, upon Transfer, of Buyer or its Affiliates with respect to such Purchased Asset (such assets being referred to herein as “Restricted Assets”). Notwithstanding anything in this Agreement to the contrary, this Agreement unless and until any such Consent with respect to any Restricted Asset is obtained, such Restricted Asset shall not constitute a Purchased Asset; provided that at no time on or after the Closing shall any Restricted Asset for which Consent has not been obtained constitute Excluded Assets nor, provided that Buyer is able to receive the benefits and rights associated with such a Restricted Asset, shall any Liability arising out of, or related to, such Restricted Asset constitute an agreement Excluded Liability solely by virtue of being a Restricted Asset, in each case for purposes of this Agreement; provided, further, that any Liability (other than an Excluded Liability) arising from such Restricted Asset on or after the Closing, including any Taxes to assignthe extent related thereto, directly shall be an Assumed Liability for purposes of this Agreement to the same extent as would have been the case had such Restricted Asset been Transferred to Buyer at Closing only if Buyer is able to receive the benefits and rights associated with such Restricted Asset, provided that Seller shall cooperate, as reasonably requested by Buyer to minimize the amount of such Taxes (provided that Seller does not incur material unreimbursed costs in connection with such cooperation and such cooperation is not materially adverse to Seller’s retained businesses). For the avoidance of doubt, such cooperation shall not include any change to the operations of Seller or indirectlyits Subsidiaries or require Seller or its Subsidiaries to carry out any other restructuring activities. Once such Consent is obtained (or such other impediment to Transfer ceases to exist), Seller shall, or shall cause its Subsidiaries to, Transfer at Closing or as promptly as reasonably practicable thereafter, the relevant Restricted Asset to which such Consent or other impediment to Transfer relates to Buyer or the applicable Other Buyer for no additional consideration. Applicable Transfer Taxes and VAT in connection with such Transfer shall be paid in accordance with Section 6.8. This Section 2.6(a) does not relate to Shared Contracts, which are addressed in Section 2.6(c)-(f). (b) Each Party shall use, and shall cause their respective Subsidiaries to use, commercially reasonable efforts, and shall, to the extent permitted under applicable Law, reasonably cooperate with each other, to obtain or to cause to be obtained any asset requisite Consent, substitution, or amendment required to Transfer and novate to Buyer all rights and obligations of Seller and its Subsidiaries with respect to the Purchased Assets and the Assumed Liabilities (and to the extent applicable, such requisite Consents, substitutions or amendments shall include such Consents necessary for any Purchased Asset that will be utilized to provide services under the Transition Services Agreement to be so utilized) such that, in any case, Buyer or an Other Buyer, as applicable, will be solely benefited by and responsible for such rights and obligations from and after the Closing Date, in each case, other than Excluded Assets and Excluded Liabilities and otherwise to the extent such rights and obligations would have Transferred to Buyer or an Other Buyer, as applicable, at the Closing pursuant to this Agreement had no restriction on such Transfer been imposed. Nothing in this Section 2.6 shall require Buyer, Seller or any of their Subsidiaries to pay any amount, grant or alter any rights or contractual provisions, grant any guarantee or provide any other consideration to any third party or incur additional costs or expenses in order to obtain any such Consent or any novation, other than general reasonable internal costs, overhead, and reasonable use of internal personnel and assets or infrastructure. Further, in no event will Seller, and Seller shall cause its Subsidiaries not to, (A) commit to make any payments, other than cash payments that are Excluded Liabilities or otherwise paid in full prior to the Closing, or (B) make any non-monetary concession that, in either case, would purport to bind Buyer, its Subsidiaries, the Business or any Purchased Entities following the Closing beyond that which would have otherwise constituted an Assumed Liability had such Restricted Assets been Transferred to Buyer at Closing. In the event that Seller determines to seek a novation with respect to any Assigned Contract, then, subject to the same limitations under this Section 2.6(b) applicable to the Parties’ obligations to seek a Consent, Buyer shall, to the extent permitted under applicable Law, reasonably cooperate with, and shall cause its Subsidiaries to reasonably cooperate with, Seller and the Other Sellers (including, where necessary, entering into appropriate instruments of assumption) to cause such novation to be obtained and to have Seller and the Other Sellers released from all liability that constitutes Assumed Liabilities to third parties with respect to such Assigned Contract, in each case, to the extent consistent with the terms of this Agreement and with effect to occur from and after Closing. With respect to any Assumed Liabilities for which Seller, or any Affiliate of Seller, has any secondary liability to third parties, Buyer shall provide Seller reasonable access and information in order for Seller to ascertain continuing compliance by Buyer and its Subsidiaries with all material contract terms and conditions applicable thereto. Notwithstanding anything else set forth in this Section 2.6, no Party shall be required to take any action that (i) violates any contractual obligation of such Party that is in effect on the Agreement Date in a manner that would reasonably be expected to materially and adversely impact such Party or (ii) violates applicable Law. The obligations of each Party under this Section 2.6(b) shall expire six (6) months after the Closing Date. (c) Following the Closing, to the extent that (i) no Consent of a third party is required to separate the rights and obligations under a Shared Contract (other than any Excluded Shared Contract) to the extent that they relate to the Business and (ii) such separation would not adversely impact the rights and obligations of Buyer, Seller or any of their Subsidiaries under such Shared Contract with respect to any of their respective businesses, Seller and Buyer shall use commercially reasonable efforts to separate such rights and obligations under such Shared Contract (a “Split Interest”) and Transfer to Buyer or its designee (including a Purchased Entity) any Split Interest and replicate such Shared Contract for the benefit of Buyer or its designee (with such replicated Contract imposing no additional or differing obligations (except arising from different volume-based arrangements) than, and otherwise on substantially the same terms as, the applicable Shared Contract (except that the replicated Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein), and if and to the extent that such a Transfer of a Split Interest or execution of a replicated Contract in respect of a Split Interest occurs, such Split Interest or replicated Contract shall thereafter be deemed a Purchased Asset for all purposes of this Agreement, subject to this Section 2.6. (d) If an attempted Transfer of a Split Interest or replication of a Shared Contract (other than any Excluded Shared Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver Consent of a Third Party (each, a “Consent”)third party, would constitute a breach or other contravention of the rights of such Third Partythird party, would be ineffective with respect to any party to a Contract an agreement concerning such assetthe applicable Shared Contract, claim or, unless waived by Buyer or right or Seller, as applicable, would in any way adversely affect the rights (except such differences under volume-based arrangements as a result of Sellers changes to volume), upon Transfer, of Buyer, Seller or any of their Subsidiaries with respect to any of their respective Affiliates orbusinesses (including with respect to such Shared Contract), upon transferas applicable (each, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent“Restricted Split Interest”), then Seller shall use commercially reasonable efforts to obtain, as promptly thereafter as reasonably practicable, all requisite Consents to Transfer to Buyer or its designee (including a Purchased Entity) such transfer, assignment or assumption Restricted Split Interest for six (6) months after the Closing Date and Buyer shall be made subject reasonably cooperate and use commercially reasonable efforts to assist Seller in obtaining such Consent being obtainedConsents; provided that (A) nothing in this Section 2.6(d) shall require Buyer, Seller or any of their Subsidiaries to pay any amount, grant any rights, grant any guarantee or provide any other consideration to any third party or incur additional costs or expenses in order to obtain any such Consent, other than general reasonable internal costs, overhead, and reasonable use of internal personnel and assets or infrastructure, (B) nothing in this Section 2.6(d) shall require Buyer, Seller or their Subsidiaries to take any action that would adversely impact their rights and obligations with respect to any of their respective businesses, (C) in no event will Seller, and Seller shall cause its Subsidiaries not to, (x) commit to make any payments other than cash payments that are Excluded Liabilities or otherwise paid in full prior to the Closing or (y) make any non-monetary concession that, in either case, would purport to bind Buyer, its Subsidiaries, the Business or any Purchased Entities following the Closing beyond that which would have otherwise constituted an Assumed Liability had such Restricted Split Interest been Transferred to Buyer at Closing, and (D) for clarity, nothing in this Section 2.6(d) shall require Buyer to obtain any such Consents with respect to any Excluded Shared Contract. (e) Once (i) Consent is obtained for the Transfer of a Restricted Split Interest (including replication of the Shared Contract relating thereto as described herein) or such other impediment to Transfer ceases to exist and (ii) the Transfer of a Split Interest and replicated Contract has occurred, and once, such Split Interest, replicated Contract or Restricted Split Interest shall be Transferred to or assumed through the replicated Contract by Buyer (but not before such time and not before the Closing) for no additional consideration, and, in each case, the rights to such Split Interest, replicated Contract or Restricted Split Interest shall be deemed to be a Purchased Asset for purposes of this Agreement and the obligations (other than Excluded Liabilities) under such Split Interest, replicated Contract or Restricted Split Interest that would have otherwise constituted Assumed Liabilities at the Closing, shall, upon such Transfer to Buyer, be deemed to be an Assumed Liability for purposes of this Agreement to the same extent as if Transferred to Buyer at Closing. Notwithstanding anything to the contrary herein, without the prior written consent of Buyer, Seller shall not, and shall cause its Subsidiaries not to, amend, modify or separate or replicate any Shared Contract in any manner that is disproportionately adverse to the Business, Purchased Assets or any Purchased Entity as compared to Seller’s other businesses, assets or Subsidiaries, and Seller shall not, and shall cause its Subsidiaries not to, amend, modify or separate or replicate any Excluded Shared Contract. (f) The Parties hereby further agree to reasonably cooperate with each other to implement such reasonable and mutually agreeable arrangements (including subleasing, sublicensing or subcontracting or other arrangements through the Transition Services Agreement or IPMA) with respect to the underlying rights and obligations related to such Restricted Asset or Restricted Split Interest in respect of a Shared Contract (other than the Excluded Shared Contracts), to the extent permitted by applicable Law and the terms of such Shared Contract, as shall enable Buyer, on and following the Closing Date, to enjoy the benefits of the applicable Restricted Asset or Restricted Split Interest held by Seller or applicable Other Seller and for Buyer, from and after the Closing, to perform (and Buyer shall agree to perform) the obligations of Seller or any applicable Other Seller in respect thereof (to the extent they would otherwise constitute Assumed Liabilities), for no additional consideration and at no additional cost to Seller or any of its Subsidiaries (other than general reasonable internal costs, overhead, and reasonable use of internal personnel and assets or infrastructure), and for Buyer to assume, from and after the Closing, the payment, performance and other obligations thereof, in each case, to provide for Buyer or the applicable Other Buyer substantially comparable benefits, and to otherwise put Buyer and Seller (and their respective Subsidiaries) in substantially the position they would have been in, had such Restricted Asset or Restricted Split Interest been transferred at the Closing (such obligations of Buyer, the “Subcontracted Work”), until the earlier of (i) the date that is six (6) months following the Closing Date; (ii) such time as such Consent to Transfer the applicable Restricted Asset or Restricted Split Interest (or replicate and Transfer the Shared Contract (other than the Excluded Shared Contracts) in respect thereof) shall have been obtained and (iii) in the case of a Restricted Asset that is a Contract or a Restricted Split Interest, such time as such Contract or Restricted Split Interest shall have lapsed, expired or not able to be obtained have been renewed in accordance with its terms. To the provisions of this Section 6.12, the provisions of Section 6.12(cextent that a Consent to Transfer to Buyer with respect to a particular Restricted Asset or Restricted Split Interest (or replicated Shared Contract) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until is obtained after the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable effortsagree that such obligations relating thereto will no longer be considered to be Subcontracted Work at such time, subject to and without limiting anything contained in this Agreementbut, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting such obligations would have been deemed to be Assumed Liabilities at the foregoing, Buyer shall provide each Seller Closing had such particular Restricted Asset or Restricted Split Interest (or their applicable Affiliatesreplicated Shared Contract) such information and references (including regarding its creditworthiness) as may reasonably and timely been Transferred at the Closing, will instead be requested by any relevant Third Party deemed to be Assumed Liabilities for the all purposes of obtaining the required Consents and this Agreement. The Parties shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply reasonable arrangements, including with respect to Continuing Employees performing services under any Restricted Asset or Restricted Split Interest, as are necessary and appropriate to give effect to the Shared Contracts, with respect to which arrangements provided for under this Section 6.13 shall apply2.6(f). (cg) Buyer acknowledges that certain Consents for the Purchase Transaction may be required and that certain of such Consents may not be obtained. Notwithstanding anything in this Agreement to the contrary contrary, failures to obtain any Consent or any resulting termination of any Contract shall not in and of themselves, individually or in the aggregate, constitute a breach by Seller of any representation, warranty or covenant under this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesTransaction Documents. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of this Section 2.5, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, or would require any Consent of any Governmental Authority or third party and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assigna sale, directly or indirectlyconveyance, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof; provided, however, that, subject to the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, the Parties shall use commercially reasonable efforts, and shall cooperate with each other, to obtain promptly any such Consent, or any release, substitution or amendment, required to novate or assign all rights and obligations under the applicable Purchased Asset or other Liabilities that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Purchaser will be solely responsible for such Purchased Assets and Assumed Liabilities from and after the Closing Date; provided, further, that neither Party nor any of its Subsidiaries shall be made subject required to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightpay any consideration therefor. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Once such Consent, release, substitution or (ii) pay any costs amendment is obtained, Seller shall, or expenses of any Person shall cause its Subsidiaries to, sell, assign, and transfer to the Purchaser the relevant Purchased Asset to which such Consent, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with obtaining any Consentsuch sale, unless all of such costs and expenses (if any) will assignment, transfer, conveyance or license shall be borne exclusively by Buyer. Nothing paid in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this accordance with Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply6.11. (c) Notwithstanding anything To the extent that any Purchased Asset and/or Assumed Liability cannot be transferred to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on Purchaser following the Closing Datepursuant to this Section 2.5, whether as a result of a prohibition on transfer due the Purchaser and Seller shall use commercially reasonable efforts to a violation enter into such arrangements (including subleasing, sublicensing or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset subcontracting) to provide to the Parties the economic (a “Non Assignable Asset”taking into account Tax costs and benefits) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under applicable Law, Sellers shall use their commercially reasonable efforts operational equivalent of the transfer of such Purchased Asset and/or Assumed Liability to take such other actions Purchaser as may reasonably be requested of the Closing and the performance by Buyer in order to place Buyerthe Purchaser of its obligations with respect thereto. Purchaser shall, insofar as legally permitted agent or subcontractor for Seller or its Affiliates, pay, perform and reasonably possible, in discharge fully the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk Liabilities of loss, potential for gain, and dominion, control and command over such asset, are to inure Seller or its Affiliates thereunder from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything in To the extent that the assignment by Seller to Purchaser of any of the Contracts hereunder shall require the approval or consent of a party thereto and such approval or consent has not been obtained by the Closing, if the Purchaser and Seller agree to consummate the transactions contemplated by this Agreement to the contraryAgreement, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, assign the same if an attempted direct assignment without such approval or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or thereof and such Contract shall not be deemed to be assigned under any other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or rightprovision hereof. If any direct such approval or indirect consent of a third party that is necessary for the transfer or assignment of the Purchased Assets has not been obtained by Sellers or their respective Affiliates tothe Closing, or any direct or indirect assumption and the Purchaser and Seller agree to consummate the transactions contemplated by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12Agreement, the provisions of Section 6.12(c) Seller shall apply continue after Closing to use its commercially reasonable efforts to obtain such asset, claim approval or rightconsent. (b) Following the date If any of the Original Agreement until Purchased Assets is not transferred to the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject Purchaser pursuant to and without limiting anything contained in this Agreement, the Seller and Purchaser shall cooperate in any commercially reasonable arrangement designed to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for provide the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection Purchaser with obtaining any Consent, unless all of such costs the material benefits of, and to have the Purchaser assume the burdens, liabilities, obligations and expenses (if any) will expressly contemplated to be borne exclusively assumed by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply Purchaser hereunder with respect to the Shared Contractsto, with respect to which Section 6.13 such Purchased Assets. Seller shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their take all commercially reasonable efforts requested to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or enforce for the benefit of Buyer. To the extent Purchaser any and all rights of the Seller with respect to any Purchased Assets that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall are not be prohibited from terminating or canceling such Non Assignable Asset as permitted otherwise transferred pursuant to the terms thereof with provisions of this Agreement. Purchaser acknowledges and agrees that Seller’s agreement to undertake the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced actions contemplated by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees Sections 9.8(a) and recording or similar fees, all of which 9.8(b) shall be promptly reimbursed by Buyer; provided, however, in lieu of any damages that Sellers shall, as promptly as practicable, provide notice Purchaser may have and that Purchaser has expressly waived any conditions to Buyer of the amount of all Closing with respect to such expenses and feesmatters. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything in this Agreement From the date hereof until the Closing, the Company and the Shareholders shall (i) use all commercially reasonable efforts to the contraryfile, this Agreement shall not constitute an agreement to assignmake or obtain, directly or indirectlyas applicable, any asset (including any Contract)all registrations, claim or rightfilings, or any benefit arising under or resulting from such assetapplications, claim or rightnotices, if an attempted direct or indirect assignment thereofconsents, without the consent or waiver of a Third Party (eachapprovals, a “Consent”)orders, would constitute a breach or other contravention qualifications and waivers listed on Section 9.2(c) of the rights of such Third Party, would be ineffective with respect Disclosure Schedule and (ii) shall make any payments reasonably required to any party to a Contract concerning such asset, claim or right or would in any way adversely affect accomplish the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that foregoing (and to the extent such Consent is payments are not able made prior to the Closing, they shall be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightCompany Transaction Expenses). (b) Following the date Each of the Original Agreement until the Closing Date, the Parties parties shall cooperate with each other and use their respective all commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to efforts to: (i) pay any consideration respond to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested inquiries by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings Governmental Authority regarding antitrust or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply other matters with respect to the Shared ContractsTransactions or any agreement or document contemplated hereby; (ii) avoid the imposition of any order or the taking of any action that would restrain, with respect alter or enjoin the Transactions or any agreement or document contemplated hereby; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to which Section 6.13 shall applyconsummate the Transactions or any agreement or document contemplated hereby has been issued, to have such Governmental Order vacated or lifted. (c) Notwithstanding anything If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the contrary Closing, the Shareholders shall, at their sole expense, subsequent to the Closing, reasonably cooperate with Buyer and the Company in this Agreement attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Shareholders shall use all commercially reasonable efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if the Shareholders provide such rights and benefits, the Company shall assume all obligations and burdens thereunder. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of a party before any Ancillary AgreementGovernmental Authority or the staff or regulators of any Governmental Authority, neither this Agreement nor in connection with the Transactions (but, for the avoidance of doubt, not including any Ancillary Agreement shall constitute an agreement to sellinteractions between or the Company with Governmental Authorities in the ordinary course of business, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset disclosure which is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable permitted by Law or any disclosure containing confidential information) shall be disclosed to the other requisite Consentparty in advance of any filing, then Sellers submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall thereafter hold give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such asset notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (a “Non Assignable Asset”e) for Notwithstanding the use and benefitforegoing, insofar as legally permitted and reasonably possiblenothing in this Section 7.7 shall require, of Buyer until the consummation of the transfer or assignment thereofbe construed to require, but in no event longer than twelve any party or their Affiliates to agree to (12i) months after the Closing Date (sell, hold, divest, discontinue or as otherwise mutually determined by the Parties). In additionlimit, for the period beginning on the Closing Date and not to exceed twelve (12) months before or after the Closing Date, to the extent permitted by Lawany assets, Sellers shall use their commercially reasonable efforts to take businesses or interests of such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of party or relating to the performance of, or failure to perform, any obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have Affiliates, (ii) any obligation conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to pay result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer or Shareholders of the Transactions, (iii) any costs material modification or expenses waiver of the terms and conditions of this Agreement, or (iv) threaten, commence, prosecute or defend any Action. (f) As of the Closing, the Shareholders hereby waive all rights of first refusal, co-sale rights, drag-along rights, consent rights and other similar rights that the Shareholders may have, as well as any restrictions on the transfer of the Shares, in connection each case under the Company’s organizational documents or otherwise with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerrespect to the transactions contemplated hereby.

Approvals and Consents. (a) Each Party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each Party shall cooperate fully with the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or any of its subsidiaries to the contrary(i) agree to or to effect any divestiture, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset hold separate (including any Contractby establishing a trust or otherwise), claim or rightsettlement, undertaking, consent decree, or enter into any benefit arising under license or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective similar agreement with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct agree to restrict its ownership or indirect assumption by Buyer operation of, any interest inbusiness or assets of the Company or of Parent or its subsidiaries, (ii) enter into, amend or liability, obligation agree to enter into or commitment underamend, any assetContracts of the Company or of Parent or its subsidiaries, claim (iii) otherwise waive, abandon or right requires alter any material rights or obligations of the Company or of Parent or its subsidiaries, (iv) file or defend any lawsuit, appeal any judgment or contest any injunction issued in a Consentproceeding initiated by a Governmental Authority; or (v) except as expressly contemplated in this Agreement, then such transfer, assignment make any cash payment to a third party or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightotherwise expend any monies. (b) Following the date of the Original Agreement until The Company shall use commercially reasonable efforts to secure, before the Closing Date, in form and substance reasonably satisfactory to Parent, any consent, approval or waiver required to be obtained from any Person with respect to any material Contract necessary for the Parties shall cooperate with each other and use their respective commercially reasonable effortsconduct of the business of the Company as presently conducted, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those as set forth on Schedule 6.12(b)3.03. Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs Parent and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties Merger Sub shall cooperate with each other the Company as it may reasonably request in connection therewith. If such consent, approval or waiver cannot be obtained, the Company, the Interested Holders and use their respective the Interested Holders Representative shall cooperate in any commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, arrangement designed to obtain all for Parent (and the Company post-Closing) the material approvals or consents frombenefits, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before privileges and obligations of the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerapplicable Material Contract.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of Section 2.5, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, would require any Consent or waiver of any Governmental Authority or third Person and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assigna sale, directly conveyance, transfer, assignment or indirectly, any asset (including any Contract), claim or rightdelivery, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct sale, conveyance, transfer, assignment or indirect assignment thereof, without delivery thereof if any of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of any third Person; provided, however, that, subject to the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such Third Partyrequired authorization. Following the Closing, would be ineffective the Parties shall use commercially reasonable efforts, and shall EXECUTION VERSION cooperate with respect each other, to obtain promptly such Consent or waiver; provided, further, that neither Party nor any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption its Subsidiaries shall be made subject required to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightpay any consideration therefor. (b) Following the date of the Original Agreement until the Closing DateOnce such Consent or waiver is obtained, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any ConsentSeller shall, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consentshall cause its Subsidiaries to, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, conveyconvey and license such Purchased Asset to Purchaser for no additional consideration. Any applicable Transfer Taxes in connection with such sale, deliver assignment, transfer, conveyance or assume any asset that would constitute a Transferred Asset if such asset is not transferable license shall be paid in accordance with applicable Law or with Section 6.9. (c) To the extent that any requisite Consent. If the transfer or assignment of any asset intended Purchased Asset cannot be provided to be transferred or assigned hereunder is not consummated prior to or on Purchaser following the Closing Datepursuant to this Section 2.4, whether as a result of a prohibition on transfer due Purchaser and Seller shall use commercially reasonable efforts to a violation enter into such arrangements (including subleasing, sublicensing or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset subcontracting) to provide to the Parties the economic (a “Non Assignable Asset”taking into account Tax costs and benefits) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under applicable Law, Sellers shall use their commercially reasonable efforts to take operational equivalent of obtaining such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted Consent or waiver and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, any by Purchaser of its obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyerthereunder. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews permitted under applicable Law, Seller shall hold in trust for and pay to Purchaser promptly upon receipt thereof, such Non Assignable Asset unless terminated or cancelled Purchased Assets and all income, proceeds and other monies received by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant Seller to the terms thereof extent related to any such Purchased Asset in connection with the prior written consent arrangements under this Section 2.4. Seller shall be permitted to set off against such amounts all reasonable direct costs associated with the retention and maintenance of Buyer (not to be unreasonably withheld, conditioned or delayed)such Purchased Assets. Notwithstanding the foregoing, Seller shall have no obligation whatsoever to retain any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance portion of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by BuyerBusiness, other than reasonable out-of-pocket expensesany individual asset or Contract (but only until such time as the transfer thereof may be effected in accordance with this Agreement), attorneys’ fees in order to obtain any such Consent or waiver referred to in this Section 2.4 or elsewhere in this Agreement. Nothing in this Section 2.4 applies to any Consent or waiver required under any Antitrust Law, which Consents and recording or similar fees, all of which waivers shall be promptly reimbursed governed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesSection 6.3. (d) Following In the date event that there are any Contracts for the purchase of products or services, including the provision of warranty, repair or support services of the Original AgreementBusiness, from or by Seller or any of its Subsidiaries which were not included in the Parties shall cooperate with each other Purchased Assets or the Assumed Liabilities and use their respective commercially reasonable efforts, subject to and without limiting anything contained in which were not specifically excluded from the transfers under this Agreement, but which would have been transferred to obtain all material approvals Purchaser as part of this Agreement but for the fact that such Contract was not discovered until after the Closing or consents frominadvertently was not assigned (each, or to provide or make any material notice or registration filing with (each a “Regulatory FilingLater Discovered Contract”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all extent permitted under the terms and conditions of such costs Later Discovered Contract and expenses (if any) will be borne exclusively by Buyerunder the applicable laws, Purchaser and Seller agree to cooperate in assigning to Purchaser such Later Discovered Contract or the applicable rights or obligations under such Later Discovered Contract.

Approvals and Consents. (a) Notwithstanding anything in this Agreement From the date hereof until the Closing, the Company shall (i) use commercially reasonable efforts to file, make or obtain, as applicable, all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers listed on Schedule 7.4 and (ii) make any payments required to accomplish the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset foregoing (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that and to the extent such Consent is payments are not able made prior to the Closing, they shall be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightClosing Group Company Transaction Expenses). (b) Following On or prior to the date hereof, the parties have filed a Notification and Report Form and documentary materials in respect of the Original Agreement until Transactions that substantially comply with the Closing Dateprovisions of the HSR Act, and the rules thereunder, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and following the date hereof, the Parties parties shall cooperate file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust matters). Each of the parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, (ii) not extend any waiting period under the HSR Act or other antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, (iii) use reasonable best efforts to obtain an early termination of the applicable waiting period under the HSR Act, (iv) make any further filings or information submissions pursuant thereto that may be reasonably necessary or advisable and (v) promptly make any filings or submissions required under applicable antitrust Laws. Subject to Section 7.4(d), each of the parties shall use reasonable best efforts to obtain any clearance under the HSR Act or other antitrust Laws or to resolve any objections that may be asserted by the applicable Governmental Authority, in each case as promptly as practicable. Each of Buyer and use their respective commercially reasonable effortsthe Company shall (A) promptly notify the other parties of any written communication to that party or its Affiliates from any Governmental Authority and, subject to and without limiting anything contained applicable Law, permit outside antitrust counsel for the other parties to review in this Agreement, advance any proposed written communication to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (B) not agree to participate, or their applicable Affiliates) such information and references (including regarding to permit its creditworthiness) as may reasonably and timely be requested by Affiliates to participate, in any relevant Third Party substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the Transactions unless it consults with outside antitrust counsel for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees other parties in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateadvance and, to the extent permitted by such Governmental Authority, gives outside antitrust counsel for the other parties the opportunity to attend and participate thereat, and (C) to the extent permitted under applicable Law, Sellers shall use furnish outside antitrust counsel for the other parties with copies of all correspondence, filings, and written communications between such party and its Affiliates and their commercially reasonable efforts respective representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to take this Agreement and the Transactions; provided however that such other actions as materials may reasonably be requested by Buyer redacted in order to place Buyeravoid (1) violating the provisions of any applicable Law or any confidentiality agreement; (2) causing the loss of the attorney-client privilege with respect thereto; or (3) disclosing highly sensitive business information not material to antitrust matters (such as deal valuation). (c) All analyses, insofar as legally permitted and reasonably possibleappearances, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Assetmeetings, including possessiondiscussions, usepresentations, risk of lossmemoranda, potential for gainbriefs, filings, arguments, and dominion, control and command over such asset, are to inure from and after proposals made by or on behalf of a party before any Governmental Authority or the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against staff or regulators of 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligatedGovernmental Authority, in connection with the foregoingtransactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between a party and Governmental Authorities in the Ordinary Course of Business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to expend outside antitrust counsel for the other party in advance of any money filing, submission or personnel attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the maintenance other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of the Non Assignable Asset unless the necessary funds or expenses or costs associated any Governmental Authority, with such maintenance are advanced by Buyernotice being sufficient to provide outside antitrust counsel for the other party with the opportunity to attend and participate in such meeting, other than reasonable out-of-pocket expensesdiscussion, attorneys’ fees and recording appearance or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feescontact. (d) Following the date In furtherance of, and not in limitation of the Original Agreementforegoing, the Parties parties shall cooperate with each use reasonable best efforts to take or cause to be taken all actions necessary, proper, or advisable to, as soon as reasonably practicable, cause the expiration or termination of any applicable waiting period and obtain any consent, waiver, approval or authorization relating to the HSR Act or any other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in applicable antitrust or competition laws that are required for the consummation of the transactions contemplated by this Agreement, which efforts shall include, without limitation, in the case of Buyer to obtain all material approvals agree to (i) sell, hold, divest, discontinue or consents fromlimit, before or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before after the Closing Date. Neither Sellers nor , any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates, or (ii) change or restrict the operations of any such assets, businesses or interests; unless any such action under clause (i) or (ii) could in the good faith determination of Buyer reasonably be expected to (x) result in any material and adverse impact to the Group Companies as a whole or the economic or business benefits to Buyer of the Transaction, or (y) jeopardize the ability of Buyer to secure the Financing, in which case Buyer and its Affiliates shall have not be required to take such action. In the event that any obligation Governmental Authority requires the divestiture or the holding separate by Buyer of any of the assets relating to pay any costs the Company in accordance with the preceding sentence, no adjustment shall be made to the Purchase Price and Buyer shall be required to hold such assets separate, or expenses in connection with making a Regulatory Filingto divest them, unless all of such costs and expenses (if any) will be borne exclusively by Buyeras the case may be, following the Closing.

Approvals and Consents. (a) Notwithstanding anything in this Agreement From the date hereof until the Closing, the Company and the Sellers shall (i) use commercially reasonable efforts to the contraryfile, this Agreement shall not constitute an agreement to assignmake or obtain, directly or indirectlyas applicable, any asset (including any Contract)all registrations, claim or rightfilings, or any benefit arising under or resulting from such assetapplications, claim or rightnotices, consents, approvals, orders, qualifications and waivers, if an attempted direct or indirect assignment thereofany, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention listed on Section 9.2(c) of the rights of such Third Party, would be ineffective with respect Disclosure Letter. and (ii) shall make any payments required to any party to a Contract concerning such asset, claim or right or would in any way adversely affect accomplish the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that foregoing (and to the extent such Consent is payments are not able made prior to the Closing, they shall be Transaction Expenses to be obtained in accordance with paid by the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightCompany). (b) Following the date Each of the Original Agreement until the Closing Date, the Parties parties shall cooperate with each other and use their respective commercially all reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to best efforts to: (i) pay any consideration respond to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested inquiries by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply Governmental Entity regarding matters with respect to the Shared ContractsTransaction or any agreement or document contemplated hereby; (ii) avoid the imposition of any order or the taking of any action that would restrain, with respect alter or enjoin the Transaction or any agreement or document contemplated hereby; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to which Section 6.13 shall applyconsummate the Transaction or any agreement or document contemplated hereby has been issued, to have such Governmental Order vacated or lifted. (c) Notwithstanding anything If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the contrary Closing, the Sellers shall, subsequent to the Closing, cooperate with Purchaser and the Company in this Agreement attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Sellers shall use commercially reasonable efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if the Sellers provide such rights and benefits, the Company shall assume all obligations and burdens thereunder. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of a party before any Ancillary AgreementGovernmental Entity or the staff or regulators of any Governmental Entity, neither this Agreement nor in connection with the Transaction contemplated hereunder (but, for the avoidance of doubt, not including any Ancillary Agreement shall constitute an agreement to sellinteractions between or the Company with Governmental Entities in the Ordinary Course of Business, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset disclosure which is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable permitted by Law or any disclosure containing confidential information) shall be disclosed to the other requisite Consentparty in advance of any filing, then Sellers submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall thereafter hold give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Entity or the staff or regulators of any Governmental Entity with such asset notice being provided sufficiently in advance of such meeting, discussion, appearance or contact to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (a “Non Assignable Asset”e) for Notwithstanding the use and benefitforegoing, insofar as legally permitted and reasonably possiblenothing in this Section 8.16 shall require, or be construed to require, Purchaser or any of Buyer until the consummation of the transfer its Affiliates to agree to (i) sell, hold, divest, discontinue or assignment thereoflimit, but in no event longer than twelve (12) months after the Closing Date (before or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Lawany assets, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk businesses or interests of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original AgreementPurchaser, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals Company or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have Affiliates, (ii) any obligation conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to pay result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Purchaser of the Transaction, (iii) any costs material modification or expenses waiver of the terms and conditions of this Agreement, or (iv) threaten to, commence, prosecute or defend any action. (f) The Company and each Seller hereby waives all rights of first refusal, co-sale rights, drag-along rights, consent rights and other similar rights that the Company or the Seller (as applicable) may have, as well as any restrictions on the transfer of the Equity Securities, in connection each case under the Company’s organizational documents or otherwise with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerrespect to the Transaction contemplated hereby.

Approvals and Consents. (a) Notwithstanding anything in During the Interim Period, each of the parties hereto shall, as applicable to such party, use their reasonable best efforts (but without the requirement to pay any significant amounts by any party) to obtain the Required Consents and Educational Consents. Each of the parties hereto shall use their reasonable best efforts to make or cause to be made all filings and submissions under applicable Legal Requirements or Educational Laws as may be required for the consummation of the transactions contemplated by this Agreement to and the contrary, this Agreement other Transaction Documents. The parties shall not constitute an agreement to assign, directly or indirectly, coordinate and cooperate with each other in exchanging such information and assistance as any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would parties hereto may reasonably request in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance connection with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightforegoing. (b) Following The Sellers and the date Company shall use commercially reasonable efforts to cause the Company and each School to obtain the DOE Pre-Acquisition Review Notice and the Pre-Closing Educational Consents and, upon reasonable request of the Original Agreement until the Closing DateSeller, the Parties Purchaser shall cooperate with each other and use their respective commercially reasonable efforts to assist the Sellers, the Company and the Schools in such efforts, subject including, without limitation, providing to the Sellers, the Company and without limiting anything contained in this Agreementthe Schools such financial statements as may be required to be included with any notice, application or other filing to obtain the DOE Pre-Acquisition Review Notice or any Pre-Closing Educational Consents. In no event shall the Purchaser, any of Purchaser’s Affiliates or any officers or employees thereof, initiate any correspondence or contacts with any Educational Agency with respect to the Company and its Subsidiaries or any School, or with respect to any Educational Consent or the Transaction, without the advance consent of the Sellers’ Representative or ▇▇▇▇ ▇▇▇▇▇▇▇ (in her capacity as Chief Executive Officer of the Company). The Sellers will promptly provide the Purchaser, and the Purchaser will promptly provide the Company and the Sellers, with complete copies of all material Consentsletters, applications, or other documents to be submitted to or received from any Educational Agency with respect to any Educational Consent, including those set forth on Schedule 6.12(b). Neither Sellers nor drafts of letters, applications and other documents to be submitted to any Educational Agency or with respect to any Educational Consent. (c) Each party will have the right to review and approve any drafts of any such letters, applications or other documents to be submitted by the other party with respect to the Transaction in advance of their respective Affiliates shall have any obligation to (i) pay any consideration submission to any Person for Governmental Entity or Educational Agency, which approval or comment shall not be unreasonably withheld, delayed or conditioned. Each party will promptly and regularly advise the purpose other parties concerning the occurrence and status of obtaining any discussions or other communications, whether oral or written, with any Governmental Entity, Educational Agency, or other third party with respect to any Consent, Required Consent or (ii) pay Educational Consent to be obtained prior to Closing, including any costs difficulties or expenses delays experienced in obtaining any Consent or Educational Consent and of any Person conditions proposed, considered, or requested for any such Consent or Educational Consent. Each party will ensure that its appropriate officers and employees shall be available to attend, as any Governmental Entity or Educational Agency may reasonably request, any scheduled hearings or meetings in connection with obtaining any Consent or Educational Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original AgreementIn connection with any such discussions or communications referred to in Section 8.5(c) above, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or party agrees to provide notice (which notice shall be in advance if reasonably possible) to the other parties of any such discussions or make communications between such first parties and any material notice Educational Agency or registration filing Governmental Entity with (each a “Regulatory Filing”), respect to the Transaction and shall allow such other parties and their representatives to participate in any meetings or telephone calls with any Educational Agency or Governmental Authority, including Entity regarding the status of any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs Consent or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by BuyerEducational Consent.

Approvals and Consents. (a) Notwithstanding anything in Each party hereto shall, as promptly as possible, (i) if not made prior to the date hereof, make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all Required Approvals and Consents and all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each party shall cooperate fully with the contraryother party and its Affiliates in promptly seeking to obtain all such Required Approvals and Consents and consents, this Agreement authorizations, orders and approvals. The parties hereto shall not constitute an agreement to assignwillfully take any action that will have the effect of delaying, directly impairing or indirectlyimpeding the receipt of any required consents, any asset (including any Contract)authorizations, claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightorders and approvals. (b) Following Without limiting the date generality of the Original Agreement until parties’ undertakings pursuant to subsection (a) above, each of the Closing Date, the Parties parties hereto shall cooperate with each other and use their respective commercially all reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to best efforts to: (i) pay any consideration respond to any inquiries by any Person for from which any of the purpose of obtaining Required Approvals and Consents is needed, and any Consent, or Governmental Authority regarding the transactions contemplated by this Agreement; (ii) pay any costs or expenses avoid the imposition of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to order or the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor taking of any relevant Third Party as may be reasonably requested action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall applyGovernmental Order vacated or lifted. (c) Notwithstanding anything Without limiting the Purchaser’s other rights hereunder, if any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the contrary Closing and the Purchaser has waived the condition to Closing, the Sellers shall, subsequent to the Closing, cooperate with the Purchaser and the Company in this Agreement attempting to obtain such consent, approval or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consentauthorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable best efforts to take provide the Company with the rights and benefits of the affected Contract for the term thereof that in Purchaser’s reasonable discretion are equal to those of the affected Contract, and, if the Sellers provide such other actions as may reasonably be requested by Buyer in order to place Buyerrights and benefits, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that Company shall assume all the benefits obligations and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesthereunder. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) 6.9.1 Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent that the assignment or attempted assignment to Buyer of any Assumed Contract would require any Consent of any Governmental Authority or other Person and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign, directly assignment or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), thereof if any such assignment would constitute a breach of Law, any Contract or other contravention of the rights of such any Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right Party or would in any way materially and adversely affect the rights of Sellers or Seller thereunder. The Parties shall use their respective Affiliates orreasonable efforts, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, the Parties and shall cooperate with each other other, both before and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreementafter the Closing, to obtain all material Consentspromptly such Consent. 6.9.2 Once such Consent is obtained, including those set forth on Schedule 6.12(b)Seller shall assign such Assumed Contract to Buyer for no additional consideration. Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any ConsentApplicable Transfer Taxes, or (ii) pay any costs or expenses of any Person if any, in connection with obtaining any Consent, unless all of such costs and expenses (if any) will assignment shall be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable paid in accordance with applicable Law or with Section 6.7.1. 6.9.3 To the extent that any requisite Consent. If the transfer or assignment of any asset intended Assumed Contract cannot be assigned to be transferred or assigned hereunder is not consummated prior to or on Buyer at the Closing Datepursuant to this Section 6.9, whether as a result of a prohibition on transfer due Seller and Buyer shall use their reasonable efforts (including subleasing, sublicensing or subcontracting) to a violation or breach of applicable Law or cooperate with each other in any other requisite Consent, then Sellers shall thereafter hold such asset reasonable and lawful arrangement designed to provide to Buyer the economic (a “Non Assignable Asset”taking into account Tax costs and benefits) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under Law, Sellers shall use their commercially reasonable efforts to take operational equivalent of obtaining such other actions as may reasonably be requested Consent and the performance by Buyer of its obligations thereunder. To the extent permitted under Law, Seller shall hold in order trust for and pay to place BuyerBuyer promptly upon receipt thereof, insofar as legally permitted all income, proceeds and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating other monies received by Seller to the performance of, or failure extent related to perform, any obligations such Assumed Contract in connection with the arrangements under the Non Assignable Assets that are at the direction of or for the benefit of Buyerthis Section 6.9.3. To the extent that Buyer is provided the benefits pursuant to this Section 6.9.3 of any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party Assumed Contract, Buyer shall perform, on behalf of Seller, for the benefit of all other parties thereto, Sellers shall not be prohibited from terminating the obligations of Seller thereunder or canceling such Non Assignable Asset as permitted pursuant in connection therewith, but only to the terms thereof with the prior written consent of extent that such action by Buyer (would not to be unreasonably withheld, conditioned result in any material default thereunder or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with therewith (in which case, Buyer shall no longer be entitled to receive the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all benefits of such costs and expenses (if any) will be borne exclusively by BuyerAssumed Contract).

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent that the assignment or attempted assignment to Purchaser of any Transferred Contract or transfer of any Purchased Assets would result in a violation of any applicable Law, or would require any Consent or waiver of any Governmental Authority or third party and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assignassignment, directly attempted assignment or indirectly, transfer thereof if any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of any third party; provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such Third Partyrequired authorization. Following the Closing, the Parties shall use commercially reasonable efforts, and shall cooperate with each other, to obtain promptly such Consent or waiver; provided, further, however, that neither Party nor any of its Affiliates shall be obligated to grant forbearances to any third party or pay any money or other consideration therefore, except for government filing, recordation or similar fees. (b) Once such Consent or waiver is obtained, each Seller Party shall, and shall cause its Affiliates to assign such Transferred Contract or transfer such Purchased Assets to Purchaser for no additional consideration. (c) Until such Consent is obtained, if such Consent is not obtained, or if an attempted assignment of such Transferred Contract or transfer of such Purchased Assets would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers any Seller Party thereunder so that Purchaser would not in fact receive all such rights, Purchaser and the Seller Parties, as applicable, shall or shall cause their respective Affiliates orSubsidiaries to enter into a mutually agreeable, upon transfer, Buyer reasonable and lawful arrangement under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates towhich Purchaser would obtain the benefits and perform and discharge the obligations thereunder in accordance with this Agreement, or any direct or indirect assumption by Buyer ofunder which such Seller Party would enforce for the benefit of Purchaser at Purchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of such Seller Party’s obligations, any interest inand all rights of the Seller Parties against a third party, or liabilityto provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to the extent permitted, of obtaining such Consent authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder, and to the extent that is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or right. (b) Following the date of the Original Agreement until the Closing Date, permitted the Parties shall cooperate negotiate in good faith with each other and use their respective commercially the intention of reaching a reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyerresolution. Nothing in this provision shall affect Section 2.4 applies to any obligation in Consent or waiver required under any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoingAntitrust Regulations, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required which Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which waivers shall be promptly reimbursed governed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesSection 6.3. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of Sections 2.5 and 2.6, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, would require any Consent or waiver of any Governmental Authority or third party and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assigna sale, directly conveyance, transfer, assignment or indirectly, any asset (including any Contract), claim or rightdelivery, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct sale, conveyance, transfer, assignment or indirect assignment thereof, without delivery thereof if any of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of any third party; provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such Third Partyrequired authorization. Following the Closing, would be ineffective the Parties shall use commercially reasonable efforts, and shall cooperate with respect each other, to obtain promptly such Consent or waiver; provided, further, however, that neither Party nor any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption its Subsidiaries shall be made subject required to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightpay any consideration therefor. (b) Following the date of the Original Agreement until the Closing DateOnce such Consent or waiver is obtained, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any ConsentSeller shall, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consentshall cause its Subsidiaries to, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, conveyconvey and license such Purchased Asset to Purchaser for no additional consideration. Applicable Transfer Taxes in connection with such sale, deliver assignment, transfer, conveyance or assume any asset that would constitute a Transferred Asset if such asset is not transferable license shall be paid in accordance with applicable Law or with Section 6.13. (c) To the extent that any requisite Consent. If the transfer or assignment of any asset intended Purchased Asset cannot be provided to be transferred or assigned hereunder is not consummated prior to or on Purchaser following the Closing Datepursuant to this Section 2.4, whether as a result of a prohibition on transfer due Purchaser and Seller shall use commercially reasonable efforts to a violation enter into such arrangements (including subleasing, sublicensing or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset subcontracting) to provide to the Parties the economic (a “Non Assignable Asset”taking into account Tax costs and benefits) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under applicable Law, Sellers shall use their commercially reasonable efforts to take operational equivalent of obtaining such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted Consent or waiver and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, any by Purchaser of its obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyerthereunder. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews permitted under applicable Law, Seller shall hold in trust for and pay to Purchaser promptly upon receipt thereof, such Non Assignable Asset unless terminated or cancelled Purchased Assets and all income, proceeds and other monies received by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant Seller to the terms thereof extent related to any such Purchased Asset in connection with the prior written consent arrangements under this Section 2.4. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of Buyer (not to be unreasonably withheld, conditioned or delayed)such Purchased Assets. Notwithstanding the foregoing, Seller shall have no obligation whatsoever to retain any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance portion of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by BuyerBusiness, other than reasonable out-of-pocket expensesany individual asset or Contract (but only until such time as the transfer thereof may be effected in accordance with this Agreement), attorneys’ fees and recording in order to obtain any such Consent or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice waiver referred to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Section 2.4 or elsewhere in this Agreement. Nothing in this Section 2.4 applies (i) to any Consent or waiver required under any Antitrust Regulations, which Consents and waivers shall be governed by Section 6.3 or (ii) to obtain all material approvals Consents or consents fromreleases with respect to the Assigned Real Property or Subleased Real Property, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority such Consents and releases to be made before obtained pursuant to the Closing Date. Neither Sellers nor any provisions of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by BuyerSection 2.6.

Approvals and Consents. (a) Notwithstanding anything in Whenever, pursuant to any express provision of this Agreement Lease, one party hereto is required to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without obtain the consent or waiver approval of the other party (either as a condition to the exercise of a Third Party (each, a “Consent”right hereunder or otherwise), would constitute then the party from whom such consent or approval is required shall not unreasonably withhold, condition or delay such consent or approval, unless, pursuant to such express provision of this Lease, such party is granted the right to withhold such consent or approval in its sole or absolute discretion (in which event such party may withhold the same in its sole or absolute discretion). Nothing in this Section 12.1(a) shall be deemed to limit or extend any time period expressly set forth in this Lease for a breach party to respond to a request for its consent or other contravention approval. (b) With respect any such express provision of this Lease that requires one party hereto to obtain the consent or approval of the rights other party, if the party from whom such consent or approval is required, pursuant to the provisions of this Lease (including Section 12.1(a) above), not to unreasonably withhold, condition or delay such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim consent or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consentapproval, then such transfer, assignment consent or assumption approval shall be made subject to such Consent being obtained; provided that to the extent such Consent is not able to be obtained requested, and granted or denied, in accordance with the following provisions: (i) The party requesting the approval or consent (the “Requesting Party”) shall submit to the other party (the “Responding Party”) a written request for approval or consent, together with (x) such information and supporting documentation specifically required under in the pertinent provision of this Lease or (y) if the pertinent provision of this Lease does ________________________________________________________________________________________________________________________ not specifically require any information or supporting documentation, then such information and supporting documentation (if any) as is reasonably required to evaluate the request. (ii) Unless a specific time period for the Responding Party’s response is provided for in the pertinent provision of this Lease (in which case, such specific time period shall control), the Responding Party shall have ten (10) Business Days to (A) approve in writing the request, (B) deny in writing the request, or (C) if, and to the extent, the Requesting Party failed to submit, with its request, the information and/or documentation required to be submitted under Section 12.1(i)(x) or (y) above, as applicable, then, and only in such event, respond with a written demand for such information and/or documentation. If (x) the Responding Party fails to properly provide any of the above responses, and (y) such failure shall continue for a period of five (5) Business Days after delivery of a notice from the Requesting Party indicating such failure, which notice shall refer to this Section 12.1(b)(ii) and recite, in all capital letters (or other prominent display), the provisions of this Section 6.1212.1(b)(ii), then the requested approval or consent shall be deemed granted. (iii) If the Responding Party properly requests information and/or documentation pursuant to Section 12.1(b)(ii)(C) above, then within five (5) Business Days after the Requesting Party delivers same to the Responding Party, the Responding Party shall, in all events, respond as set forth in Section 12.1(b)(ii)(A) above or Section 12.1(b)(ii)(B) above. If (x) the Responding Party fails to timely so respond, and (y) such failure shall continue for a period of three (3) Business Days after delivery of a notice from the Requesting Party indicating such failure, which notice shall refer to this Section 12.1(b)(iii) and recite, in all capital letters (or other prominent display), the provisions of this Section 6.12(c) 12.1(b)(iii), then the requested approval or consent shall apply to such asset, claim or rightbe deemed granted. (biv) Following the date of the Original Agreement until the Closing DateAll approvals, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gaindenials, and dominionrequests for additional documentation or information, control and command over such assetwhen given, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesin writing. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyer.

Approvals and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, and subject to the contraryprovisions of Sections 2.5 and 2.6, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, would require any Consent or waiver of any Governmental Authority or third Person and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assigna sale, directly conveyance, transfer, assignment or indirectly, any asset (including any Contract), claim or rightdelivery, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct sale, conveyance, transfer, assignment or indirect assignment thereof, without delivery thereof if any of the consent or waiver of a Third Party (each, a “Consent”), foregoing would constitute a breach of applicable Law, any Contract or other contravention of the rights of any third Person; provided, however, that, subject to the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such Third Partyrequired authorization. Following the Closing, would be ineffective the Parties shall use commercially reasonable efforts, and shall cooperate with respect each other, to obtain promptly such Consent or waiver; provided, further, however, that neither Party nor any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption its Subsidiaries shall be made subject required to such Consent being obtained; provided that to the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightpay any consideration therefor. (b) Following the date of the Original Agreement until the Closing DateOnce such Consent or waiver is obtained, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any ConsentSeller shall, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consentshall cause its Subsidiaries to, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, conveyconvey and license such Purchased Asset to Purchaser for no additional consideration. Any applicable Transfer Taxes in connection with such sale, deliver assignment, transfer, conveyance or assume any asset that would constitute a Transferred Asset if such asset is not transferable license shall be paid in accordance with applicable Law or with Section 6.11. (c) To the extent that any requisite Consent. If the transfer or assignment of any asset intended Purchased Asset cannot be provided to be transferred or assigned hereunder is not consummated prior to or on Purchaser following the Closing Datepursuant to this Section 2.4, whether as a result of a prohibition on transfer due Purchaser and Seller shall use commercially reasonable efforts to a violation enter into such arrangements (including subleasing, sublicensing or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset subcontracting) to provide to the Parties the economic (a “Non Assignable Asset”taking into account Tax costs and benefits) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Dateand, to the extent permitted by under applicable Law, Sellers shall use their commercially reasonable efforts to take operational equivalent of obtaining such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted Consent or waiver and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, any by Purchaser of its obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyerthereunder. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews permitted under applicable Law, Seller shall hold in trust for and pay to Purchaser promptly upon receipt thereof, such Non Assignable Asset unless terminated or cancelled Purchased Assets and all income, proceeds and other monies received by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant Seller to the terms thereof extent related to any such Purchased Asset in connection with the prior written consent arrangements under this Section 2.4. Seller shall be permitted to set off against such amounts all reasonable direct costs associated with the retention and maintenance of Buyer (not to be unreasonably withheld, conditioned or delayed)such Purchased Assets. Notwithstanding the foregoing, Seller shall have no obligation whatsoever to retain any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance portion of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by BuyerBusiness, other than reasonable out-of-pocket expensesany individual asset or Contract (but only until such time as the transfer thereof may be effected in accordance with this Agreement), attorneys’ fees in order to obtain any such Consent or waiver referred to in this Section 2.4 or elsewhere in this Agreement. Nothing in this Section 2.4 applies to (i) any Consent or waiver required under any Antitrust Regulations, which Consents and recording or similar fees, all of which waivers shall be promptly reimbursed governed by Buyer; providedSection 6.3 or (ii) Consents or releases with respect to the Subleased Real Property, however, that Sellers shall, as promptly as practicable, provide notice such Consents and releases to Buyer be obtained pursuant to the provisions of the amount of all such expenses and feesSection 2.6. (d) Following In the date event that there are any Contracts for the purchase of products or services, including the provision of warranty, repair or support services of the Original Agreement, Business from or by Seller or any of its Affiliates which were not included in the Parties shall cooperate with each other Purchased Assets or the Assumed Liabilities and use their respective commercially reasonable efforts, subject to and without limiting anything contained in which were not specifically excluded from the transfers under this Agreement, but which would have been transferred to obtain all material approvals Purchaser as part of this Agreement but for the fact that such Contract was not discovered until after the Closing or consents from, or to provide or make any material notice or registration filing with inadvertently was not assigned (each a “Regulatory FilingLater Discovered Contract”), to the extent permitted under the terms and conditions of such Later Discovered Contract and under the applicable laws, Purchaser and Seller agree to cooperate in assigning to Purchaser such Later Discovered Contract or the applicable rights or obligations under such Later Discovered Contract. (e) For the Contracts listed on Schedule 2.4(e) hereto (the “Shared Contracts”), Purchaser and Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and, to the extent permitted under applicable Law, operational equivalent of obtaining such Consent or waiver and the performance by Purchaser of its obligations thereunder. To the extent permitted under applicable Law, Seller shall hold in trust for and pay to Purchaser promptly upon receipt thereof, such Shared Contract and all income, proceeds and other monies received by Seller to the extent related to any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs or expenses such Shared Contract in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerthe arrangements under this Section 2.4.

Approvals and Consents. (a) Notwithstanding anything in During the Interim Period, each of the parties hereto shall, as applicable to such party, use their reasonable best efforts (but without the requirement to pay any significant amounts by any party) to obtain the Required Consents. Each of the parties hereto shall use their reasonable best efforts to make or cause to be made all filings and submissions under applicable Legal Requirements as may be required for the consummation of the transactions contemplated by this Agreement to and the contrary, this Agreement other Transaction Documents. The parties shall not constitute an agreement to assign, directly or indirectly, coordinate and cooperate with each other in exchanging such information and assistance as any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective parties hereto may reasonably request in connection with respect to the foregoing. Any instrument evidencing any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Required Consent being obtained; provided that to the extent such Consent is not able to be obtained prior to Closing shall be in accordance with form and substance reasonably satisfactory to the provisions of this Section 6.12, Purchaser and the provisions of Section 6.12(c) shall apply to such asset, claim or rightSeller. (b) Following The Seller shall use commercially reasonable efforts to cause the date School to obtain the DOE Pre-Acquisition Review Response and the Pre-Closing Educational Consents and, upon reasonable request of the Original Agreement until the Closing DateSeller, the Parties Purchaser shall cooperate with each other and use their respective commercially reasonable efforts to assist the Seller and the School in such efforts, subject to and including, without limiting anything contained in this Agreementlimitation, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement providing to the extent expressly provided therein. Without limiting Seller, the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) Company and the School such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party financial statements as may be reasonably requested by such relevant Third Party for required to be included with any notice, application or other filing to obtain the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement DOE Pre-Acquisition Review Response or any Ancillary AgreementPre-Closing Educational Consents provided, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Datethat, to the extent permitted by Lawthe relevant Educational Agency, Sellers shall use their commercially reasonable efforts to take such other actions as financial statements may reasonably instead be requested provided directly by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating Purchaser to such Non Assignable AssetEducational Agency. In no event shall the Purchaser, any of Purchaser’s Affiliates or any officers or employees thereof, initiate any correspondence or contacts with any Educational Agency with respect to the Company and its Subsidiaries or the School, or with respect to any Educational Consent or the Transaction, without the advance consent of the Seller. The Seller will promptly provide the Purchaser, and the Purchaser will promptly provide the Company and the Seller, with complete copies of all letters, applications, or other documents to be submitted to or received from any Educational Agency with respect to any Educational Consent, including possessiondrafts of letters, useapplications and other documents to be submitted to any Educational Agency or with respect to any Educational Consent. (c) Each party will have the right to approve or comment on any drafts of any such letters, risk of loss, potential for gain, and dominion, control and command over such asset, are applications or other documents to inure from and after be submitted by the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns from and against any and all Liabilities based upon, arising out of or relating other party with respect to the performance ofTransaction in advance of their submission to any Educational Agency or other Governmental Entity, which approval or failure to perform, any obligations under the Non Assignable Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers comment shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned delayed or delayed)conditioned. Notwithstanding Each party will promptly and regularly advise the foregoingother parties concerning the occurrence and status of any discussions or other communications, whether oral or written, with any Educational Agency, Governmental Entity, or other third party with respect to any Required Consent, Educational Consent or Consent to be obtained prior to Closing, including any difficulties or delays experienced in obtaining any Consent and of any conditions proposed, considered, or requested for any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesConsent. (d) Following In connection with any such discussions or communications referred to in Section 8.3(c) above, each party agrees to provide notice (which notice shall be in advance if reasonably possible) to the date other parties of any such discussions or communications between such first parties and any Educational Agency or Governmental Entity with respect to the Transaction and shall allow such other parties and their representatives to participate in any meetings or telephone calls with any Educational Agency or Governmental Entity regarding the status of any Educational Consent. (e) The Company and the Seller will ensure that the appropriate officers and employees of the Original AgreementCompany and its Subsidiaries shall be available to attend, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals as any Governmental Entity or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”)Educational Agency may reasonably request, any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have any obligation to pay any costs scheduled hearings or expenses meetings in connection with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerobtaining any Educational Approval.

Approvals and Consents. (a) Notwithstanding anything The parties shall use their respective commercially reasonable best efforts to obtain all consents, waivers, approvals, authorizations or orders, including, without limitation, (i) all regulatory rulings and approvals of any Governmental Body and (ii) all actions, consents, approvals, notifications, novations or waivers from any party to any Material Contract, that is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers. In addition, the Company shall give notice of the consummation of the transactions contemplated by this Agreement to the contrarycertain material suppliers, this Agreement shall not constitute an agreement to assigndistributors, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that licensors and licensees to the extent reasonably requested by Itron and subject to the Company’s reasonable business judgment that such Consent notice is not able to be obtained appropriate in accordance connection with the provisions of transactions contemplated by this Section 6.12, Agreement and the provisions of Section 6.12(c) shall apply to such asset, claim or rightAncillary Agreements. (b) Following the date of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shallPurchasers will, as promptly as practicable, provide notice to Buyer of the amount of take all such expenses and fees. (d) Following the date of the Original Agreement, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, steps necessary or desirable to obtain all material approvals consents, waivers, approvals, authorizations or consents orders from, or make all registrations, declarations or filings with and give all notices to provide all Governmental Bodies or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing other Person required by the Purchasers to consummate the transactions contemplated hereby, including, without limitation, (i) holding separate, or causing their respective Subsidiaries or Affiliates to hold separate any portion of their assets, or otherwise conducting its business or any portion of its business in a Governmental Authority specified manner and (ii) taking such actions with respect to be made before its assets or the Closing Date. Neither Sellers nor assets of any of their respective Subsidiaries or Affiliates shall have any obligation to pay any costs (including selling, licensing, holding separate or expenses in connection with making a Regulatory Filing, unless all otherwise disposing of such costs assets or agreeing to or permitting any of the foregoing with respect to such assets) that limit the Purchasers’ or their Subsidiaries’ or Affiliates’ (including any Affiliates or Subsidiaries that become Affiliates or Subsidiaries on or after the Closing Date) freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries of Affiliates business, product lines or assets; provided however, that the Purchasers will not be required to take any action that would result in a material adverse effect on the Purchasers and expenses their Affiliates or Subsidiaries (if any) will be borne exclusively by Buyerincluding any Affiliates or Subsidiaries that become Affiliates or Subsidiaries on or after the Closing Date), taken as a whole.

Approvals and Consents. (a) Notwithstanding anything The Parties shall, as soon as reasonably practicable following the date hereof, seek all Consents and Approvals, make all such filings and deliver all such notices as may be required in this Agreement respect therewith, including notices to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted direct or indirect assignment thereof, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention each of the rights Governmental Authorities listed in Section 8.6 of such Third Partythe Disclosure Letter, would be ineffective with respect to and request any party to a Contract concerning such asset, claim or right or would in any way adversely affect the rights of Sellers or expedited processing available. The Parties shall use (and shall cause their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or affiliates to use) their respective Affiliates to, commercially reasonable efforts to obtain the Competition Act Approval on or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that to before the extent such Consent is not able to be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightOutside Date. (b) Following the date The Seller shall cooperate in and use reasonable best efforts to facilitate negotiation and completion of an assignment of the Original Agreement until the Closing Date, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material Consents, including those set forth on Schedule 6.12(b). Neither Sellers nor any of their respective Affiliates shall have any obligation to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement Licensed Air Miles IP to the extent expressly provided therein. Without limiting Buyer, in lieu of an assignment of the foregoingAir Miles License Agreements to Buyer, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for upon the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall applyClosing. (c) Notwithstanding anything Without limiting the generality of the foregoing, with respect to the contrary Competition Act Approval: ​ ​ (i) the Buyer shall, as soon as reasonably practicable, and in this Agreement no event more than ten (10) Business Days after the date hereof, submit a request to the Commissioner for an Advance Ruling Certificate or, in the alternative, a No Action Letter in respect of the Transaction; (ii) if an Advance Ruling Certificate or any Ancillary AgreementNo Action Letter shall not have been obtained within five (5) Business Days following the filing of the Buyer’s request, neither this Agreement nor any Ancillary Agreement then the Parties shall constitute an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a Transferred Asset if such asset is not transferable consider the advisability of making notification filings in accordance with applicable Law or with any requisite Consent. If Part IX of the transfer or assignment Competition Act in respect of the Transaction and, if either party determines, acting reasonably, that such filings are advisable, shall each submit a notification filing within ten (10) Business Days of such determination; and (iii) the Buyer shall be responsible for the payment of any asset intended filing fees required to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Law, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, paid in connection with the foregoing, to expend any money or personnel filing made in connection with the maintenance respect of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and feesCompetition Act Approval. (d) Following The Parties shall: (i) give each other reasonable advance notice of all material meetings or other oral communications with any Governmental Authority relating to the date Competition Act Approval, and provide as soon as practicable and within any required time any additional submissions, information and/or documents requested by any Governmental Authority necessary, proper or advisable to obtain the Competition Act Approval; (ii) not participate independently in any such material meeting or other oral communication without first giving the other Party (or their outside counsel) an opportunity to attend and participate in such material meeting or other oral communication, unless otherwise required or requested by such Governmental Authority; (iii) if any Governmental Authority initiates an oral communication regarding the Competition Act Approval, promptly notify the other Party of the Original Agreementsubstance of such communication; (iv) subject to Applicable Laws relating to the exchange of information, provide each other (or their outside counsel) with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications (including any filings, notifications, submissions, analyses, presentations, memoranda, briefs, arguments, opinions and proposals) made or submitted by or on behalf of a Party with a Governmental Authority regarding the Competition Act Approval; and (v) promptly provide each other (or their outside counsel) with copies of all written communications to or from any Governmental Authority relating to the Competition Act Approval. (e) Each Party shall, at the other Party’s request, furnish that other Party with copies of such documents and information, including financial information, as the requesting Party may reasonably request in connection with the obtaining of any Consents and Approvals contemplated by Sections 8.6(a) to 8.6(d). (f) Each of the Parties may, as advisable and necessary, reasonably designate any competitively or commercially sensitive material provided to the other under this Section 8.6 as “Outside Counsel Only Material”. Such materials and the ​ information contained therein shall cooperate with each other and use their respective commercially reasonable effortsbe given only to the outside legal counsel of the recipient and, subject to and without limiting anything contained any additional agreements between the Parties, will not be disclosed by such outside legal counsel to employees, officers or directors of the recipient unless express written permission is obtained in this Agreementadvance from the source of the materials or its legal counsel. (g) Neither Party shall enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the effect of which would reasonably be expected to make obtaining the Competition Act Approval materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Competition Act Approval. (h) The obligations of the Buyer to use its commercially reasonable efforts to obtain all material approvals the Competition Act Approval does not require the Buyer or consents fromany affiliate thereof to propose, negotiate, effect or agree to, a sale, divestiture, license, or other disposition of any assets or business of the Buyer or its affiliates (including the Purchased Assets) or otherwise take any action that limits the freedom of action with respect to, or the Buyer’s ability to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor retain any of their respective Affiliates shall have any obligation to pay any costs the businesses, product lines or expenses assets of the Buyer or its affiliates (including the Purchased Assets). (i) In the event of a Legal Proceeding relating to, arising from or in connection with making a Regulatory Filingthe Transaction, unless all each Party shall use commercially reasonable efforts to: (i) oppose or defend against such Legal Proceeding and/or (ii) appeal, overturn or have lifted or rescinded any Applicable Law relating to itself or any of such costs its subsidiaries which may materially adversely affect the ability of the Parties to consummate the Transaction; and expenses (if anyiii) will be borne exclusively by Buyerappeal or overturn or otherwise have lifted or rendered non-applicable in respect of the Transaction, any Applicable Law that makes consummation of the Transaction illegal or otherwise prohibits or enjoins either of the Parties from consummating the Transaction.

Approvals and Consents. (a) Notwithstanding anything in this Agreement From the date hereof until the Closings, the Company and the Transferors shall (i) use reasonable best efforts to the contraryfile, this Agreement shall not constitute an agreement to assignmake or obtain, directly or indirectlyas applicable, any asset (including any Contract)all registrations, claim or rightfilings, or any benefit arising under or resulting from such assetapplications, claim or rightnotices, consents, approvals, orders, qualifications and waivers, if an attempted direct or indirect assignment thereofany, without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other contravention listed on Section 9.2(c) of the rights of such Third Party, would be ineffective with respect Disclosure Schedule and (ii) shall make any payments required to any party to a Contract concerning such asset, claim or right or would in any way adversely affect accomplish the rights of Sellers or their respective Affiliates or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Sellers or their respective Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that foregoing (and to the extent such Consent is payments are not able made prior to the Closing, they shall be obtained in accordance with the provisions of this Section 6.12, the provisions of Section 6.12(c) shall apply to such asset, claim or rightCompany Transaction Expenses). (b) Following the date Each of the Original Agreement until parties shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the Closing DateTransactions or any agreement or document contemplated hereby; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the Transactions or any agreement or document contemplated hereby; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the Transactions or any agreement or document contemplated hereby has been issued, to have such Governmental Order vacated or lifted. (c) If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, the Parties shall Transferors’ Representative shall, at its sole expense, subsequent to the Closing, cooperate with each Acquiror and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Transferors’ Representative shall use its reasonable best efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if the Transferors’ Representative provides such rights and benefits, the Company shall assume all obligations and burdens thereunder. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of a party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between or the Company with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party in advance of any filing, submission or attendance, it being the intent that the parties will consult and use their respective commercially reasonable effortscooperate with one another, subject and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and without limiting anything contained participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this AgreementSection 7.7 shall require, or be construed to obtain all material Consentsrequire, including those set forth on Schedule 6.12(b). Neither Sellers nor Parent, Acquiror or any of their respective Affiliates shall have any obligation to agree to (i) pay any consideration to any Person for the purpose of obtaining any Consent, or (ii) pay any costs or expenses of any Person in connection with obtaining any Consent, unless all of such costs and expenses (if any) will be borne exclusively by Buyer. Nothing in this provision shall affect any obligation in any Ancillary Agreement to the extent expressly provided therein. Without limiting the foregoing, Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall enter into such undertakings or procure such guarantees in favor of any relevant Third Party as may be reasonably requested by such relevant Third Party for the purposes of obtaining the required Consents. The provisions of this Section 6.12 shall not apply with respect to the Shared Contracts, with respect to which Section 6.13 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to sell, assignhold, transferdivest, conveydiscontinue or limit, deliver before or assume any asset that would constitute a Transferred Asset if such asset is not transferable in accordance with applicable Law or with any requisite Consent. If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Closing Date, whether as a result of a prohibition on transfer due to a violation or breach of applicable Law or any other requisite Consent, then Sellers shall thereafter hold such asset (a “Non Assignable Asset”) for the use and benefit, insofar as legally permitted and reasonably possible, of Buyer until the consummation of the transfer or assignment thereof, but in no event longer than twelve (12) months after the Closing Date (or as otherwise mutually determined by the Parties). In addition, for the period beginning on the Closing Date and not to exceed twelve (12) months after the Closing Date, to the extent permitted by Lawany assets, Sellers shall use their commercially reasonable efforts to take such other actions as may reasonably be requested by Buyer in order to place Buyerbusinesses or interests of Parent, insofar as legally permitted and reasonably possible, in the same position as if such Non Assignable Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non Assignable Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. After the Closing, Buyer shall indemnify and hold harmless Sellers and their Affiliates, Representatives, successors and assigns 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 Assets that are at the direction of or for the benefit of Buyer. To the extent that any Non Assignable Asset contains an “evergreen” provision that automatically renews such Non Assignable Asset unless terminated or cancelled by either party thereto, Sellers shall not be prohibited from terminating or canceling such Non Assignable Asset as permitted pursuant to the terms thereof with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such Non Assignable Asset shall still be considered a Transferred Asset. Sellers shall not be obligated, in connection with the foregoing, to expend any money or personnel in connection with the maintenance of the Non Assignable Asset unless the necessary funds or expenses or costs associated with such maintenance are advanced by Buyer, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Buyer; provided, however, that Sellers shall, as promptly as practicable, provide notice to Buyer of the amount of all such expenses and fees. (d) Following the date of the Original AgreementAcquiror, the Parties shall cooperate with each other and use their respective commercially reasonable efforts, subject to and without limiting anything contained in this Agreement, to obtain all material approvals Company or consents from, or to provide or make any material notice or registration filing with (each a “Regulatory Filing”), any Governmental Authority, including any Regulatory Filing required by a Governmental Authority to be made before the Closing Date. Neither Sellers nor any of their respective Affiliates shall have Affiliates, (ii) any obligation conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to pay result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Acquiror of the Transactions, (iii) any costs material modification or expenses waiver of the terms and conditions of this Agreement, or (iv) threaten to, commence, prosecute or defend any Action. (f) The Company and each Transferor hereby waives all rights of first refusal, co-sale rights, drag-along rights, consent rights and other similar rights that the Company or the Transferor (as applicable) may have, as well as any restrictions on the transfer of the Shares, in connection each case under the Company’s organizational documents or otherwise with making a Regulatory Filing, unless all of such costs and expenses (if any) will be borne exclusively by Buyerrespect to the transactions contemplated hereby.