Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Seller or, upon transfer, Purchaser Sub (as assignee of the Company) or the Company (as applicable)thereunder. Subject to Section 6.2, the Company Seller agrees that it will use its commercially reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to any such Purchased Asset or any claim or right or any benefit arising thereunder for the an assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Purchaser. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtainedobtained with respect to any such Contract or other Asset, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser Sub wouldshall obtain, in compliance with Lawto the extent practicable, obtain the claims, rights and benefits and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubPurchaser, or under which the Company would enforce, Seller shall enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller’s obligations, any and all claims, rights and benefits of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub when received all monies received by them Seller under any Purchased Contract or other Asset or any claim or claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in pursuant to this Section 1.5 and (ii) 8(j). Purchaser Sub requests that the Company subleases such Acquired Leases agrees to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub perform at its sole expense all of the Company’s rights obligations of Seller to be performed after the Acquisition Date under any such Acquired LeaseContract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Seller or, upon transfer, Purchaser Sub (as assignee of the Company) or the Company (as applicable)thereunder. Subject to Section 6.2, the Company Seller agrees that it will use its commercially reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to any such Purchased Asset or any claim or right or any benefit arising thereunder for the an assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Purchaser. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtainedobtained with respect to any such Contract or other Asset, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser Sub wouldshall obtain, in compliance with Lawto the extent practicable, obtain the claims, rights and benefits and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubPurchaser, or under which the Company would enforce, Seller shall enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller's obligations, any and all claims, rights and benefits of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub when received all monies received by them Seller under any Purchased Contract or other Asset or any claim or claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in pursuant to this Section 1.5 and (ii) 8(j). Purchaser Sub requests that the Company subleases such Acquired Leases agrees to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub perform at its sole expense all of the Company’s rights obligations of Seller to be performed after the Acquisition Date under any such Acquired LeaseContract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of the Purchaser Sub (as assignee of the Company) or the Company Asset Sellers (as applicable)) thereunder. Subject to Section 6.2, the Company The Asset Sellers will use its their commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Purchaser Sub as the Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Asset Sellers thereunder so that the Purchaser Sub would not in fact receive all such rights, the Company Asset Sellers and the Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable arrangement under which the Purchaser Sub would, in compliance with Law, would obtain at no additional cost to the Purchaser the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit burden thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subthe Purchaser, or under which the Company Asset Sellers would enforce, enforce for the benefit of the Purchaser Sub, and at the expense of Purchaser Sub, any and all of its their rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitthereto, and the Company Asset Sellers would promptly pay to the Purchaser Sub when received all monies received by them under any Purchased Transferred Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or transfer any Acquired Lease, Permit License or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, or an assumption of liability thereunder, if an attempted assignment or transfer thereof, without the consent approval of any applicable third a party (including any Governmental Entity)thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a violation direct result of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)such assignment. Subject to Section 6.2, the Company will Each Parent Party shall use its commercially reasonable best efforts (which shall not require any payment of money) to obtain the consent approval of the other parties to any such Purchased Asset Contract or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedLicense, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. To If as of the extent Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (iautomatically and without further action of the parties) any Acquired Leases cannot be assigned that the liabilities with respect to such Contract or transferred to Purchaser Sub License are assumed by the Partnership as of the Closing Date. The agreements set forth in this Section 1.5 and (ii) Purchaser Sub requests that on Schedule 2.05 will apply with respect to the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseUSAi Contracts described therein.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental EntityAuthority), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub Buyer (as assignee of the CompanySeller) or the Company Seller (as applicable). Subject to Section 6.25.05(c), the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub Buyer (as assignee of the CompanySeller) thereto or thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub Buyer will, subject to Section 6.2(a5.05(c), cooperate in a mutually agreeable arrangement under which Purchaser Sub Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, for the benefit of Purchaser SubBuyer, and at the expense of Purchaser SubBuyer, any and all of its rights against a third party thereto (including any Governmental EntityAuthority) associated with such Purchased Asset, claim, right or benefitbenefit (collectively, “Third Party Rights”), and the Company Seller would promptly pay to Purchaser Sub Buyer when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub Buyer as set forth in this Section 1.5 2.05 and (ii) Purchaser Sub requests that the Company Seller subleases such Acquired Leases to Purchaser SubBuyer, Purchaser Sub Buyer and the Company Seller will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease).

Assignment of Contracts and Rights. Notwithstanding (a) With respect to any Scheduled Contract (as defined in Section 3.10(a)) and any other provision of this Agreement to the contraryContract for which consent is required and any claim, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereoftherefrom, without promptly after the consent of any applicable third party (including any Governmental Entity)date hereof, would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties prior to Closing each Required Contractual Consent (as defined in Section 3.11(b)) to any such Purchased Asset or Scheduled Contract and any claim or right or any benefit arising thereunder other Contract for which consent is required for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that Newco in form and substance reasonably satisfactory to Newco. (b) If (i) any costs such Required Contractual Consent is not obtained with respect to any such Scheduled Contract and expenses arising therefrom or in connection therewith should be borne by (ii) notwithstanding the Parties in accordance with provisions of Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date8.01(b), any such consent is not obtainedNewco shall elect to consummate the Closing, or if Seller and Newco shall cooperate in an attempted transfer or assignment thereof arrangement reasonably satisfactory to Newco and Seller under which Newco would be ineffectiveobtain, a violation of Law or would adversely affect to the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsextent practicable, the Company claims, rights and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement benefits arising under which Purchaser Sub would, in compliance with Law, obtain the benefits such Scheduled Contract and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubNewco, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubNewco, and at the expense of Purchaser Subwith Newco assuming Seller's obligations, any and all claims, rights and benefits of its rights Seller against a third party thereto (including thereto. Seller will promptly pay to Newco when received all moneys received by Seller under any Governmental Entity) associated with such Purchased Asset, Transferred Asset or any claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in Newco pursuant to this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.05.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Contract or transfer any Acquired Lease, Governmental Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would be ineffective with respect to any party thereto. As to any such Contract or Governmental Permit so designated in any way adversely affect writing by the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2Purchaser, the Company Seller and the Purchaser will use its commercially reasonable efforts to obtain prior to the Closing or as promptly as practicable after the Closing the consent of the other parties to such Contract or Governmental Permit or, alternatively, written confirmation from such parties reasonably satisfactory to the Purchaser that such consent is not required, it being understood that (i) neither the Seller, the Purchaser nor any of their respective Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the extent the foregoing shall require any action by the Seller that would, or would continue to, affect the Business after the Closing, such Purchased Asset action shall require the prior written consent of the Purchaser. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that the Purchaser would not in fact receive all such rights, the Purchaser and the Seller shall cooperate in a mutually agreeable arrangement pursuant to which the Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting or sublicensing to the Purchaser, or pursuant to which the Seller would enforce for the benefit of the Purchaser, with the Purchaser assuming the Seller’s obligations and any and all rights of the Seller against a third party thereto. The Seller shall promptly pay to the Purchaser when received all monies received by the Seller with respect to any Assumed Contract or any claim or right or any benefit arising thereunder for relating to the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom period on or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on after the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement or the Exchange Agreement to the contrarycontrary notwithstanding, neither this Agreement nor the Exchange Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Transferred Asset or any claim or right or any benefit arising thereunder under such Transferred Asset or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Transferred Asset, be ineffective with respect to any party thereto or in any way adversely affect the rights of the Company or LM with respect to such Transferred Asset. LM and the Company shall use their best efforts (including, for purposes hereof, the obligation to expend funds to obtain such consents to the same extent as GE would have been so obligated under Section 2.03 of the Transfer Agreement dated November 22, 1992, as amended as of March 28, 1993 among GE, Martin Marietta Corporation and LM) to obtain the consent of the o▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ any such Transferred Asset or any claim or right or any benefit arising under any such Transferred Asset for the assignment thereof of such Transferred Asset to Purchaser Sub the Company as Purchaser Sub the Company may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date . (or the applicable Subsequent Closing Date), b) If any such consent is not obtained, or if an attempted transfer or assignment thereof of any Transferred Asset would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder Company with respect to any such Transferred Asset so that Purchaser Sub the Company would not in fact receive all such rights, as among the parties hereto, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, will obtain the claims, rights and benefits of LM or its Subsidiary, as applicable, and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit under such Transferred Asset in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, and LM will enforce for the benefit of Purchaser Subthe Company, and at with the expense of Purchaser SubCompany assuming LM's or such Subsidiary's obligations (excluding any Excluded Liability), any and all claims, rights and benefits of its rights LM or such Subsidiary, against a third party thereto (including any Governmental Entity) associated with to such Purchased Transferred Asset. In such event, claim, right or benefit, LM and the Company would shall, to the extent the benefits therefrom and obligations under any such Transferred Asset have not been provided by alternate arrangements satisfactory to LM and the Company, negotiate in good faith an amount to be paid by LM to the Company or by the Company to LM, as the case may be. (c) LM will promptly pay to Purchaser Sub the Company when received all monies received by them under LM with respect to any Purchased Transferred Asset or any claim or right or any benefit arising thereunder. To under any Transferred Asset, except to the extent that the same represents an Excluded Asset. (id) any Acquired Leases cannot be assigned or transferred The Company will promptly pay to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that LM when received all monies received by the Company subleases such Acquired Leases with respect to Purchaser Subany Excluded Asset or any claim or right or any benefit arising under any Excluded Asset, Purchaser Sub and except to the Company will enter into individual subleases for each of such Acquired Leases (as opposed to extent the same represents a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseTransferred Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to contribute or otherwise sell, convey, transfer, assign or transfer sublicense any Acquired LeaseContract, Permit license or permit constituting a Contributed Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach of, or other contravention thereofunder, any agreement to which either Member is a violation of Law party, be ineffective with respect to any party thereto or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) either Member or the Company (as applicable)thereunder. Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties With respect to any such Purchased Asset Contract, license or permit or any claim or claim, right or any benefit arising thereunder or resulting therefrom, promptly after the date hereof, the Parties will use reasonable commercial efforts (but without any payment of money or other transfer of value by either Member or the Company or any of their respective Affiliates to any third party) to obtain any required consent for the assignment thereof assignment, transfer or sublicense of any such Contract, license or permit to Purchaser Sub as Purchaser Sub may request; providedthe Company, that any costs or written confirmation reasonably satisfactory in form and expenses arising therefrom or in connection therewith should be borne by substance to the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any confirming that such consent is not obtainedrequired. If a required consent is not obtained with respect to any such Contract, license or permit, or if an attempted assignment, transfer or assignment sublicense thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights right of Purchaser Sub either Member or the Company thereunder (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsa “Consent Failure”), the applicable Member and the Company and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the Company would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing subcontracting or subleasing to Purchaser Subthe Company, subject to Applicable Law and the terms of any such Contract, license or under which permit, with the Company would enforceobtaining the claims, rights and benefits of the applicable Member and assuming the obligations under such Contract, license or permit in accordance with this Agreement, and the Members will enforce at the request of and for the benefit of Purchaser Subthe Company, and at with the expense of Purchaser SubCompany assuming the Members’ obligations, any and all claims, rights and benefits of its rights the Members against a any third party thereto arising from any such Contract, license or permit (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of the Company). If any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, Consent Failure occurs and the applicable Member and the Company would promptly pay have failed to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred have entered into an arrangement to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that provide to the Company subleases the benefits under the relevant Contract, license or permit, such Acquired Leases to Purchaser Sub, Purchaser Sub Member and the Company will shall cooperate following the Closing to obtain such consent or enter into individual subleases an agreement with respect thereto as soon as reasonably practicable thereafter. Notwithstanding the foregoing provisions of this Section 3.05, in the case of commercial off-the-shelf (“COTS”) software having an initial purchase price of $10,000 or less per copy, the Company shall have the sole responsibility for each of obtaining license rights to use such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of software at the Company’s rights under such Acquired Leasecost and expense.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or transfer any Acquired Lease, Permit License or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, or an assumption of liability thereunder, if an attempted assignment or transfer thereof, without the consent approval of any applicable third a party (including any Governmental Entity)thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a violation direct result of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)such assignment. Subject to Section 6.2, the Company will Each Parent Party shall use its commercially reasonable best efforts (which shall not require any payment of money) to obtain the consent approval of the other parties to any such Purchased Asset Contract or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedLicense, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. To If as of the extent Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub-leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (iautomatically and without further action of the parties) any Acquired Leases cannot be assigned that the liabilities with respect to such Contract or transferred to Purchaser Sub License are assumed by the Partnership as of the Closing Date. The agreements set forth in this Section 1.5 and (ii) Purchaser Sub requests that on Schedule 2.05 will apply with respect to the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseUSAi Contracts described therein.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or ▇▇▇▇▇▇▇▇ or any of the Company) or the Company (as applicable)their respective Affiliates thereunder. Subject to Section 6.2, the Company will Buyer and ▇▇▇▇▇▇▇▇ shall use its commercially their respective reasonable best efforts to obtain such consents after the execution of this Agreement until each such consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)is obtained. If, on the Closing Date (or the applicable Subsequent Closing Date), If any such consent is not obtainedobtained prior to the Closing Date, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect Buyer and ▇▇▇▇▇▇▇▇ shall use their respective reasonable best efforts to obtain such consent as soon as reasonably practicable after the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Closing Date. Buyer and Purchaser Sub will, subject to Section 6.2(a), ▇▇▇▇▇▇▇▇ will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer will obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, occupancy and use agreements or subleasing sub-leasing to Purchaser SubBuyer or its Affiliates and enforcement by ▇▇▇▇▇▇▇▇, Tribune or under which the Company would enforce, their respective Affiliates for the benefit of Purchaser SubBuyer or its Affiliates, and at the expense as applicable, of Purchaser Sub, any and all rights of its rights ▇▇▇▇▇▇▇▇, Tribune and their respective Affiliates against a third party thereto thereto. Notwithstanding the foregoing, none of ▇▇▇▇▇▇▇▇, Tribune, Buyer or any of their respective Affiliates shall be required to pay consideration to any third party to obtain any consent by virtue of this provision, except, in the case of a Real Property Lease, a reasonable consent fee or other consideration or a reimbursement of expenses contemplated by such Real Property Lease or required by the applicable landlord, which such consent fee or other consideration shall be paid one half (including any Governmental Entity1/2) associated with by each of Buyer and ▇▇▇▇▇▇▇▇. Once such consent, or waiver thereof is obtained following the Closing Date, ▇▇▇▇▇▇▇▇ shall or shall cause its Affiliates to sell, transfer, assign, convey or deliver to Buyer the relevant Purchased Asset, claim, right Asset to which such consent or benefitwaiver relates for no additional consideration, and ▇▇▇▇▇▇▇▇, Tribune or such Affiliate shall have no further liability or obligation thereunder (including, for the Company would promptly pay avoidance of doubt, any obligation to Purchaser Sub when received all monies received by them under guarantee any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Companyparty’s rights obligations under such Acquired Leaseagreement).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this This Agreement shall not constitute an agreement operate to assign or transfer any Acquired Lease, Permit Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entitya government or governmental unit), would constitute a breach breach, default or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Seller or the Company (as applicable)Buyer thereunder. Subject to Section 6.2, the Company Seller and Buyer will each use its commercially their reasonable best efforts to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedBuyer prior to Closing, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any if such consent is not obtained, obtained by Closing or if an such attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and assign all of its Seller's rights against a third party thereto (including any Governmental Entity) associated with thereunder at Closing, Seller and Buyer shall continue to cooperate and use their reasonable best efforts in order that Buyer would obtain all of such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising rights thereunder. To the extent that the consents and waivers referred to herein are not obtained by Seller or until the impediments to the sale, assignment, transfer, delivery or sublease referred to therein are resolved, Seller shall use its best efforts to (i) provide, at the request of Buyer, to Buyer the benefits of any Acquired Leases cansuch Asset referred to herein, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer, and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any Asset referred to herein against any third person (including a government or governmental unit) including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer, and without commission or other charge by Seller, whether to any third party or Buyer. Buyer shall not be assigned or transferred to Purchaser Sub as set forth in required by this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each any arrangement that would impose any additional cost, expense or liability or that would deprive Buyer of such Acquired Leases (as opposed any material benefits or profits. Nothing in this section shall affect the conditions to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights Buyer's obligations under such Acquired LeaseArticle VI.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof or transfer thereofthe change in control of a Transferred Subsidiary, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Purchaser Sub Parent, a Subsidiary, Buyer, or any Affiliates of Parent or Buyer hereunder. (as assignee of b) In addition to the Company) or the Company (as applicable). Subject consents required pursuant to Section 6.26.5, with respect to any Contract or any claim, right or benefit arising thereunder or resulting therefrom, promptly after the Company date hereof, to the extent reasonably requested by Buyer, Parent will use its commercially reasonable best efforts to obtain the written consent of the other parties to any such Purchased Asset or Contract for any claim or right or any benefit arising thereunder for the contemplated assignment thereof to a Purchaser Sub as Purchaser Sub may request; providedor to the change in control of any Transferred Subsidiary, or written confirmation from such parties reasonably satisfactory in form and substance to Buyer and Parent confirming that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtainedrequired; provided, however, that such commercially reasonable assistance shall not include any requirement of Parent or if an attempted transfer its affiliates to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any other party. (c) If such consent, waiver or confirmation is not obtained with respect to any such Contract the assignment of which is contemplated herein, as among the parties hereto and their Affiliates, the intended assignee thereof would be ineffectivewill obtain from the intended assignor thereof through a subcontracting arrangement, a violation the purchase of inventory in advance of 37 the Closing or otherwise, and subject to applicable Law or would adversely affect and the terms of such Contract, the claims, rights of Purchaser Sub (as assignee and benefits of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsintended assignor thereof and, to the extent possible, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume intended assignee will be responsible for the obligations and bear of the economic burdens associated with the Purchased Asset, claim, right or benefit intended assignor under such Contracts in accordance with this Agreement, including subcontractingand the intended assignor will enforce at the request of, sublicensing or subleasing to Purchaser Sub, or under which at the Company would enforce, cost of and for the benefit of Purchaser Sub, and at the expense of Purchaser Subintended assignee, any and all of its claims and rights against a third party thereto arising from any such Contract (including any Governmental Entity) associated the right to elect to terminate such Contract in accordance with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To terms thereof upon the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all request of the Company’s rights under such Acquired Leaseintended assignee).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Purchaser Parent or Acquisition Sub thereunder and (as assignee of b) such consent is not obtained prior to the Company) or the Company (as applicable)Closing. Subject to Section 6.2, the Company The Asset Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Parent or Acquisition Sub as Purchaser Parent or Acquisition Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Parent or Acquisition Sub (as assignee of the CompanyAsset Seller or any Affiliate thereof) thereto or thereunder so that Purchaser Parent or Acquisition Sub would not in fact receive all such rights, each Party will enter into any arrangement reasonably requested by the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement other Party under which Purchaser (i) Parent or Acquisition Sub would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with the Purchased Assetsuch Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Parent or Acquisition Sub, or under which and (ii) the Company Asset Seller would enforce, enforce for the benefit of Purchaser Sub, (and at the expense expense) of Purchaser Sub, Parent or Acquisition Sub any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased AssetTransferred Assets and Liabilities, claim, right or benefit, and the Company Asset Seller would promptly pay to Purchaser Parent or Acquisition Sub when received all monies received by them Asset Seller under any Purchased Asset or any claim or Transferred Assets and Liabilities, claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasebenefit.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, (a) Nothing in this Agreement shall not constitute be construed as an agreement attempt to assign any Contract or transfer any Acquired LeasePermit constituting a Transferred Asset that by Law is nonassignable, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, that by its terms is nonassignable without the consent Consent of any applicable third the other party (including any Governmental Entity), would constitute or parties thereto to if such party or parties assert or has the right to assert that such assignment is a breach of such Contract or other contravention thereofPermit, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company absence of such Consent could materially diminish Buyer’s ability to succeed to substantially all rights and benefits that Seller held under such Contract or Permit prior to the Closing Date. (as applicable). Subject b) If such Consent is not obtained for a Contract or Permit Related to Section 6.2the Business prior to the Closing Date, and the Company will Buyer nonetheless elect to proceed with the Closing, Seller, at its sole expense, shall use its commercially reasonable efforts for a period of up to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on one-hundred eighty (180) days after the Closing Date (or the applicable Subsequent Closing Date), to assist Buyer to obtain any required Consent(s) as promptly as possible. If any such consent Consent is not obtained, obtained or if an any attempted transfer or assignment thereof would be ineffective, a violation would materially impair Buyer’s rights and benefits under such Contract of Law Permit, or would adversely affect subject Buyer to any cost or expense for the rights and benefits associated with such Contract or Permit in excess of Purchaser Sub (as assignee that would be imposed on Seller absent an assignment of the CompanyContract or Permit in question, Seller, at its sole expense, shall take commercially reasonable actions: (i) thereto to seek that the claims, rights and benefits with respect to such Transferred Asset are preserved for Buyer or thereunder so that Purchaser Sub would not in fact receive for the benefit of Buyer (including by entering into a subcontracting or subleasing arrangement with Buyer, if permitted); and (ii) to facilitate receipt of, and promptly pay to, Buyer all monies received by Seller under any such rightsContract, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, Permit or other Transferred Asset or any claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in Buyer pursuant to this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.5.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of Buyer or Seller thereunder; provided that the Company) foregoing shall not limit or affect Seller’s representations and warranties in Article 3 or the Company conditions set forth in Section 10.02. Seller and Buyer shall use their reasonable best efforts (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts but without any payment of money by Parent or Buyer) to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may reasonably request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which Seller would enforce (at the Company would enforce, direction of Buyer) for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with including, if applicable, the right to elect to terminate such Purchased Asset, claim, right or benefit, and Asset in accordance with the Company would terms thereof upon Buyer’s request). Seller shall promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) the same represents an Excluded Asset. Upon receipt of any Acquired Leases cannot required consents to assignment of a Purchased Asset, Seller shall sell, transfer, convey, assign and deliver such Purchased Asset to Buyer with no additional purchase price due therefore. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be assigned executed and delivered, such documents and other instruments and shall take, or transferred shall cause to Purchaser Sub be taken, such further actions as set forth in may be reasonably required to carry out this Section 1.5 2.05 and (ii) Purchaser Sub requests that give effect to the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasetransactions contemplated by this Section 2.05.

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign assign, transfer, sublease, license or transfer novate any Acquired Lease, Permit Contributed Assets or any claim or right or any benefit arising thereunder or resulting therefrom Assumed Liability if an attempted assignment assignment, transfer, sublease, license or transfer thereofnovation thereof would, without the consent consent, authorization, filing with, notification to or granting or issuance of any applicable third party order, waiver or permit by, any relevant Person (including any Governmental Entity)) (each, would an “Approval”) (i) constitute a breach or other contravention thereof, a violation of Law or would in of any way adversely affect Assigned Contract, or (ii) be ineffective, void or voidable, unless and until such Approval is obtained. Prior to and, subject to the rights terms of Purchaser Sub (as assignee of this Section 4.2, following the Company) or Effective Time, the GAME Parties and the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts shall cooperate to obtain the consent Approval of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder required third party for the assignment thereof and assumption of all such Contributed Assets and Assumed Liabilities to Purchaser Sub as Purchaser Sub may request; providedthe Company. The GAME Parties shall not, that any costs and expenses arising therefrom or in connection therewith should be borne by with seeking and obtaining any Approval, waive any rights under any Assigned Contract or otherwise amend or alter any terms of any Assigned Contract without the Parties in accordance with Section 2.2(e). Company’s prior written consent. (b) If, on at the Closing Date (or the applicable Subsequent Closing Date)Effective Time, any such consent Approval is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsLaw, the GAME Parties and the Company and Purchaser Sub will, subject to Section 6.2(a), shall cooperate in a mutually agreeable arrangement under which Purchaser Sub the Company would, in compliance with applicable Law, obtain the claims, rights and benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right applicable Contributed Asset or benefit Assumed Liability in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subthe Company or such Affiliate, or under which the Company GAME Parties or their applicable Affiliates would use commercially reasonable efforts to enforce, at the request and for the benefit of Purchaser Sub, and at the expense of Purchaser SubCompany, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right Contributed Assets or benefit, Assumed Liabilities and (i) the Company GAME Parties and their respective Affiliates would promptly pay to Purchaser Sub the Company when received all monies received by them under any Purchased Asset Contributed Assets or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 thereunder and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases promptly pay, perform or discharge when due any Assumed Liabilities arising thereunder. Without limiting the foregoing, the GAME Parties shall, and shall cause their respective Affiliates to, hold such Contributed Assets (or such claim, right or benefit arising thereunder) for each the sole use and benefit (or economic burden) of the Company and its Affiliates and shall take such Acquired Leases (actions as opposed are reasonably requested by the Company in order to a “master” sublease covering all such Acquired Leases) on a fully net basis place the Company and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under Affiliates in substantially the same position as if such Acquired LeaseContributed Assets or Assumed Liabilities (or such claim, right or benefit arising thereunder) had been transferred, assigned or sublet, as applicable, to the Company or its applicable Affiliate at the Effective Time. Once such Approval is obtained, the GAME Parties shall, or shall cause their applicable Affiliates to, assign, transfer or sublease, as applicable, such Contributed Assets or Assumed Liabilities to the Company for no additional consideration.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement (a) Anything contained herein to the contrarycontrary notwithstanding, this Agreement shall will not constitute an assignment, an attempted assignment or an agreement to assign any Assumed Contract or transfer any Acquired LeasePermit that is intended to be a Transferred Asset, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an assignment or attempted assignment or transfer thereof, of the same without the consent of any applicable third other party (including any Governmental Entity), or parties thereto would constitute a breach thereof or other contravention thereof, a violation of any Applicable Law or would (A) result in any way adversely affect increase in any payment or change in any term, (B) give rise to any right of amendment, termination, cancellation or acceleration of any right or obligation or to a loss of benefit or (C) grant any repayment or repurchase rights to any Person, which, in the case of (A), (B) or (C) above, is adverse to Seller or, upon transfer, Buyer or any of its Affiliates, and the consent of such party or parties shall not have been obtained on or prior to the Closing. If any such consent is not obtained on or prior to the Closing and as a result thereof Buyer shall be prevented from receiving the rights of Purchaser Sub and benefits with respect to the Transferred Assets intended to be transferred hereunder, then (as assignee of the Company1) or the Company (as applicable). Subject to Section 6.2, the Company Seller will use its commercially reasonable efforts to obtain (x) cause the consent full benefits of the other parties to any such Purchased Asset Assumed Contract or Permit to be provided to Buyer, (y) subject to Buyer’s performance pursuant to clause (2) below, hold in trust for, and pay promptly or cause to be paid promptly to, Buyer when received all monies and other properties received by Seller or any claim or right of its Subsidiaries under any such Assumed Contract, and (z) enforce at the request of and for the benefit of Buyer, and at Buyer’s expense, any rights of Seller or any benefit of its Subsidiaries arising under any such Assumed Contract or Permit; and (2) in consideration of Seller providing or causing to be provided to Buyer the full benefits thereof, Buyer will use its commercially reasonable efforts to perform and discharge on behalf of Seller, all of Seller’s Liabilities thereunder for that are Assumed Liabilities in accordance with the assignment thereof provisions thereof. Subject to Purchaser Sub Section 5.06, Buyer agrees that Seller shall not have any liability to Buyer arising out of or relating to the failure to obtain any such consent that may be required in connection with the transactions contemplated by this Agreement or because of any circumstances resulting therefrom. Buyer further agrees that no representation, warranty or covenant of Seller herein shall be breached or deemed breached and, except as Purchaser Sub may requestprovided in Section 6.01(g), no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or any circumstances resulting therefrom or (ii) any suit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any circumstances resulting therefrom. (b) Following the Closing, the Parties shall use commercially reasonable efforts, and shall cooperate with each other, to obtain promptly all consents of third parties not obtained on or prior to Closing with respect to Material Assumed Contracts; provided, however, that neither Party nor any costs of such Party’s Subsidiaries shall be required to pay any consideration therefor other than as provided by Section 5.06. Once each such consent has been obtained, Seller shall promptly sell, assign, transfer, convey and expenses arising therefrom or license such Material Assumed Contract to Buyer for no additional consideration. Applicable transfer Taxes in connection therewith should with each such sale, assignment, transfer, conveyance and license shall be borne by the Parties paid in accordance with Section 2.2(e5.10(e). If. (c) No other rights are granted hereunder, on the Closing Date (by implication, estoppel, statute or the applicable Subsequent Closing Date)otherwise, except as expressly provided herein or in any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseother Acquisition Document.

Assignment of Contracts and Rights. Notwithstanding (a) With respect to any other provision of this Agreement to the contrarymaterial Contract and any claim, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofthat constitute Transferred Assets, without promptly after the consent of any applicable third party (including any Governmental Entity)date hereof, would constitute a breach or other contravention thereofto the extent requested by Buyer, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company Seller will use its commercially reasonable efforts to obtain the written consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for Contract to the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, Buyer or written confirmation from such parties reasonably satisfactory in form and substance to Buyer confirming that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtainedrequired. In this regard, Seller's reasonable efforts will not include the payment of money. (b) If such consent, waiver or if confirmation is not obtained with respect to any such Contract and notwithstanding the provisions of Section 8.01(b) Buyer elects to consummate the Closing, Seller and Buyer shall cooperate in an attempted transfer or assignment thereof would be ineffectivearrangement reasonably satisfactory to Buyer and Seller under which Buyer will obtain, a violation of Law or would adversely affect to the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsextent practicable, the Company claims, rights and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company would enforce, Seller will enforce for the benefit of Purchaser SubBuyer, and at with Buyer assuming Seller's obligations to be performed after the expense of Purchaser SubClosing Date, any and all claims, rights and benefits of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under or with regard to any Purchased Transferred Asset or any claim or claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in Buyer pursuant to this Section 1.5 2.05(b). (c) Buyer understands that Seller and (ii) Purchaser Sub requests that Stockholder will not attempt to obtain the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all consent of the Company’s Vendors to the assignment of the Share Purchase Agreement rights under listed in Section 2.01(d). If at any time after the Closing Date any Vendor fails or refuses to provide to Buyer the benefit of any such Acquired Leaserights, Seller shall, at the request and expense of Buyer, take all action reasonably necessary to enforce such rights on behalf of Buyer.

Assignment of Contracts and Rights. Notwithstanding any other provision As promptly as practicable but subject to the terms of this Agreement Section 5.11, Parent and the Sellers shall, and shall cause their applicable Affiliates to, use commercially reasonable efforts to assign in whole all the Assigned Contracts to one of the Companies and assign in part (to the contraryextent relating to the Business) the Shared Contracts to one of the Companies. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired LeaseShared Contract, Permit any Assigned Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach of or other contravention thereof, a violation of Law default under such Shared Contract or would such Assigned Contract or in any material way adversely affect the rights of Purchaser Sub any Seller, any Company or any of their respective Affiliates thereunder. With respect to any Shared Contract or any Assigned Contract, from and after the date hereof, the Sellers shall use commercially reasonable efforts, and shall keep Buyer reasonably informed of their progress, to obtain any required consent for the assignment (as assignee of the Company) in whole or the Company (in part, as applicable), transfer or sublicense of such Shared Contract or of such Assigned Contract to Buyer. Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to Promptly following any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedconsent being obtained, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (Parent or the applicable Subsequent Closing Date)Sellers shall assign and transfer, any or sublicense, to Buyer such Shared Contract or such Assigned Contract for no additional consideration. If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsParent, the Company Sellers and Purchaser Sub Buyer will, subject to Section 6.2(a)for a period of six (6) months following the Closing, cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company applicable Seller or Parent would enforce, enforce for the benefit of Purchaser SubBuyer, and at with Buyer assuming the expense of Purchaser Subapplicable Seller’s or Parent’s obligations, any and all rights of its rights the applicable Seller or Parent against a third party thereto thereto. In connection with any Shared Contract or any Assigned Contract that is (including x) assigned, in whole or in part, to Buyer, any Governmental EntityCompany or any of their respective Subsidiaries, or (y) associated with such Purchased Assetsubcontracted, claimsublicensed or subleased or under which the applicable Seller, right Parent or benefitany of its Affiliates otherwise passes along any benefits thereunder, in each case whether whole or in part, to Buyer, any Company or any of their respective Subsidiaries, Buyer hereby agrees to perform, and to cause to be performed, all of its or such Company’s or Subsidiary’s (as applicable) obligations thereunder and shall promptly but in any event within 15 Business Days of being invoiced therefor, reimburse the Company would promptly pay to Purchaser Sub when received applicable Seller or Parent for any and all monies received out-of-pocket expenses incurred by them such Seller, Parent or any of its Affiliates under any Purchased Asset such Shared Contract or under any such Assigned Contract. (a) Notwithstanding anything to the contrary in this Agreement, (1) neither the Sellers, 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 obtain any such consent to assign a Shared Contract or an Assigned Contract, (1) the assignment of any Shared Contract or any claim Assigned Contract shall not be a condition to the obligation of the parties hereto to consummate this Agreement, the other Transaction Agreements or right the transactions contemplated hereby or thereby, and (1) in no event shall Buyer be entitled to assert that a failure to obtain any consent to assign a Shared Contract or an Assigned Contract, or any benefit arising thereunder. To breach or non-performance by Sellers or Parent of this Section 5.11, shall have given rise to a failure of the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as condition set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease8.01(b)(ii).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom of the Transferred Assets and Liabilities if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law and (b) such consent is not obtained prior to the Closing (each, a “Non-Assignable Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicableLiability”). Subject to Section 6.25.3(a), the Company Asset Sellers will, and will cause their respective Affiliates to, use its commercially their reasonable best efforts to obtain the consent of or approval required from any third party to assign, convey and deliver the other parties Transferred Assets and Liabilities to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Buyer. If, on the Closing Date (or the applicable Subsequent Closing Date), If any such consent or approval is not obtainedobtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsLaw, the Company Asset Sellers will, and Purchaser Sub willwill cause their Affiliates to, subject to Section 6.2(a5.3(a), cooperate in a mutually agreeable with Buyer and enter into any arrangement reasonably requested by Buyer under which Purchaser Sub would(i) Buyer will, in compliance with Law, obtain receive all of the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit such Transferred Assets and Liabilities in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubBuyer, and (ii) the Asset Sellers will, or under which the Company would enforcewill cause their applicable Affiliates to, enforce for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, Buyer any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitTransferred Assets and Liabilities, and the Company would Asset Sellers will, or will cause their applicable Affiliates to, hold in trust for Buyer and exercise at the sole discretion of Buyer, and promptly pay to Purchaser Sub Buyer when received received, all benefits, rights and monies received by them under the Asset Sellers under, any Purchased Transferred Assets and Liabilities that constitute Non-Assignable Assets or Liabilities; provided, that in no event shall Buyer, the Sellers or any of their Affiliates be required to pay any fee, penalty or other consideration to any third party or make any concession to any third party (other than customary commercial concessions that are not material) to obtain any required consent or approval in connection with the transfer of any Non-Assignable Asset or Liability and in no event shall the Sellers or their Affiliates (including, before the Closing, the Acquired Companies) agree to (x) pay for any claim such fee, penalty or right other consideration or (y) any benefit arising thereunder. To such concession, in each case without the prior written consent of Buyer (except to the extent that (i) any Acquired Leases cannot be assigned such payment or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseconcession constitutes an Excluded Liability hereunder).

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement or the Exchange Agreement to the contrarycontrary notwithstanding, neither this Agreement nor the Exchange Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder under such Transferred Asset or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereofof such Transferred Asset, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Purchaser Sub the Company or LM with respect to such Transferred Asset. LM and the Company shall use their best efforts (including, for purposes hereof, the obligation to expend funds to obtain such consents to the same extent as assignee GE would have been so obligated under Section 2.03 of the CompanyTransfer Agreement dated November 22, 1992, as amended as of March 28, 1993 among GE, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation and LM) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Transferred Asset or any claim or right or any benefit arising thereunder under any such Transferred Asset for the assignment thereof of such Transferred Asset to Purchaser Sub the Company as Purchaser Sub the Company may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date . (or the applicable Subsequent Closing Date), b) If any such consent is not obtained, or if an attempted transfer or assignment thereof of any Transferred Asset would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder Company with respect to any such Transferred Asset so that Purchaser Sub the Company would not in fact receive all such rights, as among the parties hereto, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, will obtain the claims, rights and benefits of LM or its Subsidiary, as applicable, and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit under such Transferred Asset in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, and LM will enforce for the benefit of Purchaser Subthe Company, and at with the expense of Purchaser SubCompany assuming LM's or such Subsidiary's obligations (excluding any Excluded Liability), any and all claims, rights and benefits of its rights LM or such Subsidiary, against a third party thereto (including any Governmental Entity) associated with to such Purchased Transferred Asset. In such event, claim, right or benefit, LM and the Company would shall, to the extent the benefits therefrom and obligations under any such Transferred Asset have not been provided by alternate arrangements satisfactory to LM and the Company, negotiate in good faith an amount to be paid by LM to the Company or by the Company to LM, as the case may be. (c) LM will promptly pay to Purchaser Sub the Company when received all monies received by them under LM with respect to any Purchased Transferred Asset or any claim or right or any benefit arising thereunder. To under any Transferred Asset, except to the extent that the same represents an Excluded Asset. (id) any Acquired Leases cannot be assigned or transferred The Company will promptly pay to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that LM when received all monies received by the Company subleases such Acquired Leases with respect to Purchaser Subany Excluded Asset or any claim or right or any benefit arising under any Excluded Asset, Purchaser Sub and except to the Company will enter into individual subleases for each of such Acquired Leases (as opposed to extent the same represents a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseTransferred Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub Transferee or Transferor thereunder. (as assignee of b) With respect to any Contract or any claim, right or benefit arising thereunder or resulting therefrom, promptly after the Company) or date hereof, to the Company (as applicable). Subject to Section 6.2extent necessary and reasonably requested by Transferee, the Company parties hereto will use its commercially reasonable commercial efforts to obtain the written consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedTransferee, or written confirmation from such parties reasonably satisfactory in form and substance to Transferee and Transferor confirming that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not required. (c) If such consent, waiver or confirmation is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the claims, benefits or rights of Purchaser Sub (as assignee of the Company) thereto Transferor or thereunder so that Purchaser Sub Transferee thereunder, or Transferor would not in fact receive all such rightsclaims, rights or benefits, as among the Company parties hereto, Transferee will obtain, at no additional cost to it, through Transferor a subcontracting arrangement or otherwise, and Purchaser Sub will, subject to Section 6.2(a)Applicable Law and the terms of such Contract, cooperate in a mutually agreeable arrangement under which Purchaser Sub wouldall the claims, in compliance with Lawrights and benefits of Transferor thereunder and, obtain to the benefits and extent possible, assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit under such Contracts in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, and Transferor will enforce for the benefit of Purchaser SubTransferee, and at the expense of Purchaser Subwith Transferee assuming Transferor's obligations, any and all claims, rights and benefits of its rights Transferor against a third party thereto arising from any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of Transferee). (d) Transferor will promptly pay to Transferee, when received, all monies received by Transferor under any Governmental Entity) associated with such Purchased Asset, Transferred Asset or any claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To thereunder not transferred as a result of the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in provision of this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.02.

Assignment of Contracts and Rights. Notwithstanding (a) With respect to (i) any other provision Assumed Contract which by its terms requires the consent, approval, novation and/or waiver of this Agreement any third party to the contraryassignment of such Assumed Contract from Seller to Buyer, this Agreement shall not constitute an agreement (ii) any permits, franchises, licenses, security clearances, authorizations and approvals required to assign operate the Aerospace Business, or transfer any Acquired Lease, Permit (iii) the licensing or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent sublicensing of any applicable Intellectual Property Rights, including, but not limited to, Intellectual Property Rights licensed by Seller from third parties, Seller and Buyer each will use commercially reasonable efforts to (A) obtain, in writing, the necessary consents, approvals, novations and/or waivers for the assignment, transfer, licensing or sublicensing of Assumed Contracts or Intellectual Property Rights, as the case may be, and (B) effect the transfer from Seller to Buyer or assist Buyer's obtaining the permits, franchises, licenses, security clearances, authorizations and approvals required to operate the Aerospace Business. Without in any way limiting the foregoing, Buyer hereby agrees to cooperate with Seller in its efforts to obtain such third party consents, approvals, novations and waivers, transfers, replacements, licenses or sublicenses, as the case may be. (including b) If (i) any Governmental Entity), consent is not obtained with respect to any such Assumed Contract prior to the Closing Date or (ii) the transfer or attempted transfer of any Assumed Contract would constitute a breach or other contravention thereof, a violation of Law any applicable law, nothing in this Agreement will constitute a transfer or would attempted transfer thereof. (c) Notwithstanding anything in Section 2.5(b) to the contrary, the parties shall pursue obtaining consents and approvals after Closing consistent with Section 2.5(a), and with respect to any way adversely affect Assumed Contract, any permits, franchises, licenses, security clearances, authorizations and approvals required to operate the rights of Purchaser Sub Aerospace Business, and Intellectual Property Rights with respect to which any required consent, approval, transfer, replacement, license or sublicense thereof, as the case may be, has not been received on or prior to the Closing Date: (i) Effective as assignee of the CompanyClosing Date, Buyer will receive the claims, rights and benefits, and assume the corresponding obligations, under the Assumed Contracts in accordance with this Agreement and, to the extent necessary, Seller and Buyer shall enter into arrangements, including, but not limited to, subcontracting, sub-licensing or sub-leasing arrangements, or other arrangements reasonably satisfactory to Buyer and Seller under which Seller would enforce such Assumed Contracts for the benefit of Buyer, with Buyer assuming Seller's rights and obligations, including any and all claims, rights and benefits of Seller against a third party thereto; (ii) Commencing on the Closing Date and continuing thereafter, (A) Seller will promptly pay to Buyer all monies received by Seller under Assumed Contracts (including with respect to Receivables) or any claims, rights or benefits arising thereunder not assigned or transferred directly to Buyer and (B) Buyer will promptly pay to Seller all monies received by Buyer with respect to any Excluded Asset or Excluded Liability or any claims, rights or benefits arising thereunder not assigned or transferred directly to Seller; (iii) Buyer shall cooperate with Seller to obtain all necessary consents, approvals, novations and/or waivers with respect to the Company Assumed Contracts; (iv) Seller and Buyer will enter into arrangements reasonably satisfactory to Buyer and Seller to secure for Buyer use of all Intellectual Property Rights (whether or not constituting Transferred Assets) necessary to operate the Aerospace Business and perform under the Assumed Contracts in substantially the same manner as applicable). prior to Closing; (v) Subject to Section 6.2the provisions of the Transition Agreement and the other provisions of this Agreement, Seller and Buyer will enter into arrangements reasonably satisfactory to Buyer and Seller, and to the extent legally permissible, under which Buyer will obtain, effective as of the Closing Date, the Company will benefits of such permits, franchises, licenses, security clearances, authorizations and approvals as are necessary to operate the Aerospace Business and perform any Assumed Contract through the termination of the Transition Agreement, including, without limitation, subcontracting, subleasing and sublicensing arrangements; and (vi) Buyer shall use its commercially reasonable efforts to obtain obtain, on or before the consent Closing Date, all permits, franchises, licenses, security clearances, authorizations and other approvals necessary or required to operate the Aerospace Business and/or perform under the Assumed Contracts. (d) With respect to each Assumed Contract that is not transferred at the time of Closing, the other parties subject Assumed Contract will transfer automatically to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedBuyer, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under terms and provisions of this Agreement and such Acquired LeaseAssumed Contract, immediately upon the attainment of the consent described above.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired LeaseAsset that is a contract, Permit including any Scheduled Contracts, or any claim or right or any benefit arising thereunder or resulting therefrom (for purposes of this paragraph, an “Acquired Asset Contract”) if an attempted assignment or transfer thereof, without the consent consent, approval or authorization of any applicable third party (including any Governmental Entity)to such Acquired Asset Contract, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Purchaser will use its commercially reasonable efforts to attempt to obtain the consent of the other parties to any such Purchased Acquired Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Purchaser Sub as or to have such other parties enter into a new contract with Purchaser Sub may request; provided, that any costs under terms and expenses arising therefrom or conditions similar in connection therewith should be borne by all materials respects to the Parties in accordance with Section 2.2(e)specific Acquired Asset Contract at issue. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtainedobtained hereunder, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub would not in fact receive all such rightsrights as contemplated herein, the Company Seller and Purchaser Sub will, subject pursuant to Section 6.2(a)a transition services agreement entered into among the Parties on an even date herewith (the “Transition Services Agreement”) in the form attached hereto as Exhibit F, cooperate in an effort to establish a mutually agreeable arrangement based on mutually agreeable terms under which Purchaser Sub would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired LeaseAssumed Contract, Permit permit or license or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental EntityAuthority), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the CompanySeller) or the Company Seller (as applicable). Subject to Section 6.25.04(c), the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the CompanySeller) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a5.04(c), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubPurchaser, or under which the Company Seller would enforce, for the benefit of Purchaser SubPurchaser, and at the expense of Purchaser SubPurchaser, any and all of its rights against a third party thereto (including any Governmental EntityAuthority) associated with such Purchased Asset, claim, right or benefitbenefit (collectively, “Third Party Rights”), and the Company Seller would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any claim, contract, license, real property lease, personal property lease, commitment, sales order or transfer any Acquired Lease, Permit purchase order or any claim or claim, right or any benefit arising thereunder or resulting therefrom (including, without limitation, the Joint Venture Agreement and the Joint Venture Shares) if an attempted assignment the agreement to assign or transfer thereofattempt to assign, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach thereof or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub thereunder (as assignee of the Company) or the Company (as applicable"Nonassignable Assets"). Subject to Section 6.2, the Company Seller will use its commercially reasonable best efforts in cooperation with Purchaser to obtain the consent consents to assignment of the other Nonassignable Assets from all such third parties prior to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or and, following the applicable Subsequent Closing Date), any will cooperate with Purchaser and take all such other action as Purchaser may reasonably request to obtain consents to assignment. Until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Seller or Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject or Seller will cooperate with each other in any arrangement designed to Section 6.2(a), cooperate in a mutually agreeable arrangement under which provide for Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, of any such claim, right contract, license, lease, commitment, sales order or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunderpurchase order. To the extent that (i) any Acquired Leases cannot be assigned or transferred reasonably requested by Purchaser, following the execution of this Agreement and prior to Closing, Seller agrees to assist Purchaser in arranging meetings with customers of Division, conducting joint sales calls both at the customer's offices and by telephone, and to take all other action reasonably requested by Purchaser in order to provide a transition of the customer relationships and contracts from Seller to Purchaser Sub as set forth on and after the Closing Date. Such arrangements, to the extent provided in this Section 1.5 1.3 in respect of liabilities or obligations thereunder arising or to be performed after the Closing Date, shall be subject to Purchaser's obligation to undertake and (ii) Purchaser Sub requests that perform Seller's obligations under the Company subleases such Acquired Leases Nonassignable Assets, arising or to Purchaser Sub, Purchaser Sub and be performed after the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign or transfer any Acquired Lease, Permit assumed Contract or any claim Claim or right or with respect to any benefit arising thereunder or resulting therefrom therefrom, if an attempted transfer, sublease or assignment or transfer thereof, without the required consent of any applicable third other party (including any Governmental Entity)thereto, would constitute a breach thereof or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company will The Seller shall use its commercially reasonable best efforts to obtain the consent of the other parties to any such Purchased Asset third party to the transfer, sublease or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedthe Buyer in cases in which such consent is required for such transfer, that any costs and expenses arising therefrom sublease or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)assignment. If, on the Closing Date (or the applicable Subsequent Closing Date), If any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of Seller shall use its best efforts to cooperate with the Company) thereto or thereunder so that Purchaser Sub would not Buyer in fact receive all such rights, reasonable and lawful arrangements designed to provide for the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain Buyer the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreementthereunder, including subcontracting, sublicensing (a) adherence to reasonable procedures established by the Buyer for the immediate transfer to the Buyer of any payments or subleasing to Purchaser Sub, or under which other funds received by the Company would enforce, Seller thereunder and (b) enforcement for the benefit of Purchaser Sub, and at the expense Buyer of Purchaser Sub, any and all rights of its rights the Seller thereunder against a third the other party or parties thereto arising out of the breach or cancellation thereof by such other party or parties or otherwise. All costs incurred by the Buyer to obtain any consent pursuant to this Section 2.6 shall be reimbursed by the Seller within ten (including any Governmental Entity10) associated with days following receipt of notice of such Purchased Asset, claim, right or benefit, and costs from the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunderBuyer. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth Nothing contained in this Section 1.5 and (ii) Purchaser Sub requests that 2.6 shall be construed to negate or diminish, as between the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub Seller and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis Buyer, the covenants and on such terms as will generally confer to Purchaser Sub all obligations of the Company’s rights under such Acquired LeaseSeller to transfer and deliver the Purchased Assets to the Buyer as provided in this Agreement.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) VPRW, the Parent or the Company (as applicable)thereunder. Subject to Section 6.2, the Company The Seller will use its commercially reasonable efforts (but without any payment of money by VPRW, the Parent or the Seller) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub VPRW as Purchaser Sub VPRW may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub VPRW would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), VPRW will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, VPRW would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubVPRW, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubVPRW, and at with VPRW assuming the expense of Purchaser SubSeller’s obligations, any and all rights of its rights the Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. The Seller will promptly pay to Purchaser Sub VPRW when received all monies received by them the Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the same constitutes an Excluded Asset. The Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed Buyer shall, to a “master” sublease covering all such Acquired Leases) on a fully net basis the extent the benefits arising under any Purchased Asset have not been provided by alternative arrangements satisfactory to the Parent, VPRW and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease, negotiate in good faith a downward adjustment in the Purchase Price.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the Assigned Contracts or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Purchaser Sub Buyer thereunder and (as assignee of b) such consent is not obtained prior to the Company) or the Company (as applicable)Closing. Subject to Section 6.2, the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset Assigned Contracts and Permits or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub Buyer may request; providedrequest (in each case, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(eat Buyer’s cost). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Sub the Buyer, or its designee (as assignee of the CompanySeller or any Affiliate thereof) thereto or thereunder so that Purchaser Sub such assignee would not in fact receive all such rights, the Company applicable Seller and Purchaser Sub willBuyer (or its designee) will enter into any arrangement reasonably requested by the other party (provided Buyer shall reimburse Seller for all reasonable and documented out- of-pocket expenses incurred by Seller arising from, subject in connection with or otherwise with respect to actions taken by Seller at Buyer’s request pursuant to this Section 6.2(a), cooperate in a mutually agreeable arrangement 1.10) under which Purchaser Sub (i) Buyer or its designee would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreementsuch Assigned Contracts and Permits, including subcontracting, sublicensing or subleasing to Purchaser Subsuch party, or under which the Company and (ii) Seller would enforce, enforce for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, Buyer or its designee any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitAssigned Contracts and Permits, and the Company Seller would promptly pay to Purchaser Sub such party when received all monies received by them Seller under any Purchased Asset Assigned Contracts or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePermits.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the approval or consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach thereof or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or Seller or any of the Company) their respective Subsidiaries thereunder or the Company (as applicable)be contrary to Applicable Law. Subject to Section 6.2, the Company will Seller shall use its commercially reasonable efforts (which shall not require Seller to obtain the consent of the pay any money or other parties consideration to any such Purchased Asset Person or to initiate any claim or right proceeding against any Person) (a) to obtain such approval or any benefit arising thereunder consent and (b) if such approval or consent cannot be obtained, to secure an arrangement reasonably satisfactory to Buyer ensuring that Buyer will receive the benefits under the Purchased Asset for which such consent is being sought and bear the assignment thereof burden of the Liabilities related to Purchaser Sub as Purchaser Sub may requestsuch Purchased Asset; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). Ifhowever, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned Seller shall have no obligation to obtain such consent or transferred approval or to Purchaser Sub provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain or provide the same as set forth in this Section 1.5 ‎Section 2.05, and (ii) Purchaser Sub requests that Buyer shall have no remedy (including under ‎Article 7) for failure of Seller to obtain any such consent or approval or to provide any such alternative arrangement (but, for the Company subleases such Acquired Leases avoidance of doubt, Buyer may seek indemnification under ‎Article 7 (subject to Purchaser Subthe limitations set forth therein) for a breach of Seller’s obligation to use commercially reasonable efforts as set forth in this ‎Section 2.05). To the extent that, Purchaser Sub and in connection with obtaining a third party’s consent under any Contract, one or more of the Company will parties hereto enter into individual subleases an agreement with such third party that provides for each an allocation of Liability among the parties hereto with respect to such Acquired Leases (Contract that is inconsistent with the terms of this Agreement, the parties agree that, as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all among themselves, the provisions of the Company’s rights under such Acquired Leasethis Agreement shall control.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof or transfer thereofthe change in control of a Transferred Subsidiary, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Purchaser Sub Parent, a Subsidiary, Buyer, or any Affiliates of Parent or Buyer hereunder. (as assignee of b) In addition to the Company) or the Company (as applicable). Subject consents required pursuant to Section 6.26.5, with respect to any Contract or any claim, right or benefit arising thereunder or resulting therefrom, promptly after the Company date hereof, to the extent reasonably requested by Buyer, Parent will use its commercially reasonable best efforts to obtain the written consent of the other parties to any such Purchased Asset or Contract for any claim or right or any benefit arising thereunder for the contemplated assignment thereof to a Purchaser Sub as Purchaser Sub may request; providedor to the change in control of any Transferred Subsidiary, or written confirmation from such parties reasonably satisfactory in form and substance to Buyer and Parent confirming that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtainedrequired; provided, however, that such commercially reasonable assistance shall not include any requirement of Parent or if an attempted transfer its affiliates to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any other party. (c) If such consent, waiver or confirmation is not obtained with respect to any such Contract the assignment of which is contemplated herein, as among the parties hereto and their Affiliates, the intended assignee thereof would be ineffectivewill obtain from the intended assignor thereof through a subcontracting arrangement, a violation the purchase of Law or would adversely affect the rights of Purchaser Sub (as assignee inventory in advance of the Company) thereto Closing or thereunder so that Purchaser Sub would not in fact receive all otherwise, and subject to applicable Law and the terms of such rightsContract, the Company claims, rights and Purchaser Sub willbenefits of the intended assignor thereof and, subject to Section 6.2(a)the extent possible, cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume intended assignee will be responsible for the obligations and bear of the economic burdens associated with the Purchased Asset, claim, right or benefit intended assignor under such Contracts in accordance with this Agreement, including subcontractingand the intended assignor will enforce at the request of, sublicensing or subleasing to Purchaser Sub, or under which at the Company would enforce, cost of and for the benefit of Purchaser Sub, and at the expense of Purchaser Subintended assignee, any and all of its claims and rights against a third party thereto arising from any such Contract (including any Governmental Entity) associated the right to elect to terminate such Contract in accordance with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To terms thereof upon the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all request of the Company’s rights under such Acquired Leaseintended assignee).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary contained in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom Assumed Contract if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)thereunder. Subject to Section 6.2The Company will use, and the Seller Members will cause the Company will use its to use, commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Assumed Contract in accordance with the Required Contract Consent for the assignment thereof to Purchaser Sub Buyer or its designated Affiliate as Purchaser Sub Buyer may request; provided, that any costs . Unless and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of Buyer or the Company) thereto or Company thereunder so that Purchaser Sub Buyer would not in fact receive all rights under such rightsAssumed Contract, the Company and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable an arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company would enforce, at Buyer’s expense, for the benefit of Purchaser SubBuyer, with Buyer assuming at Buyer’s expense the Company’s obligations and at Liabilities (solely to the expense of Purchaser Subextent provided in Section 1.2(a)), any and all rights of its rights the Company against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the thereto. The Company would will promptly pay to Purchaser Sub Buyer when received all monies received by them the Company under any Purchased Asset such Assumed Contracts relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date, and Buyer shall pay, defend, discharge and perform all Liabilities relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date under such Assumed Contracts. Unless and until any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be Assumed Contract is assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that Buyer, the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each Seller Members agree that they shall not terminate or take any other action that would reasonably be expected to result in a termination of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseAssumed Contract.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to assign any Purchased Contract or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom other Purchased Asset if an attempted assignment or transfer thereofassignment, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a material breach or other material contravention thereof, a violation of Law such Purchased Contract or would Purchased Asset or in any way materially adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer under such Purchased Contract or the Company (as applicable)Purchased Asset. Subject to Section 6.2, the Company The Parties will use its their commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by the Parties) to obtain the consent of the other parties to any such Purchased Contract or Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof of such Purchased Contract or Purchased Asset to Purchaser Sub as Purchaser Sub may request; providedBuyer (and, that any costs when such consent is obtained, Seller shall sell, convey, assign, transfer and expenses arising therefrom deliver the applicable Purchased Contract or in connection therewith should be borne by the Parties Purchased Asset to Buyer in accordance with Section 2.2(e2.1(a)). If, on the Closing Date (or the applicable Subsequent Closing Date), any Unless and until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would materially adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Buyer under such Purchased Contract or thereunder Purchased Asset so that Purchaser Sub the Buyer would not in fact receive all material rights under such rightsPurchased Contract or Purchased Asset, the Company and Purchaser Sub will, subject to Section 6.2(a), Parties will cooperate in a mutually agreeable an arrangement under which Purchaser Sub would, in compliance with Law, the Buyer would substantially obtain the benefits and substantially assume the obligations and bear the economic burdens associated with the under such Purchased Asset, claim, right Contract or benefit Purchased Asset in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser Subthe Buyer, or under which the Company Seller would enforce, at the Buyer’s expense, for the benefit of Purchaser Subthe Buyer, and with the Buyer assuming at its expense the expense of Purchaser SubSeller’s obligations, any and all rights of its rights the Seller against a any third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would party. The Seller Parties will promptly pay to Purchaser Sub the Buyer when received all monies received by them the Seller Parties under any Purchased Asset Contract or any claim or right or any benefit arising thereunder. To Purchased Asset, and the Buyer shall pay, defend, discharge and perform all Liabilities under such Purchased Contracts and Purchased Assets to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this required under Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.2(a).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement (a) Subject to the contraryterms and provisions hereof, this Agreement Buyer shall assume on the Closing Date all Contracts listed on SCHEDULE 2.05(A), and no other contracts, agreements, leases, commitments, or understandings, but only to the extent the Required Contract Consents have been obtained with respect thereto, and, in any event, not constitute an agreement including any obligations under such assumed Contracts which are Excluded Liabilities or which relate to assign periods prior to the Closing Date or transfer with respect to any Acquired Leasebreach or default arising prior to the Closing Date, Permit in each case even if not known or asserted until after the Closing Date. With respect to any claim or Contract and any claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereoftherefrom, without promptly after the consent of any applicable third party (including any Governmental Entity)date hereof to the extent requested by Buyer, would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company Seller will use its commercially reasonable best efforts to obtain the written consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, Buyer or written confirmation from such parties confirming that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not required, in form and substance reasonably satisfactory to Buyer. (b) If the Required Contract Consent or such confirmation is not obtained with respect to any such Contract and if notwithstanding the provisions of Section 8.01(c), Buyer shall elect to consummate the Closing, then (i) this Agreement shall not constitute an assignment of transfer or attempted assignment or transfer of such Contracts for which Required Contract Consents have not been obtained, or if and (ii) Seller and Buyer shall cooperate in an attempted transfer or assignment thereof arrangement reasonably satisfactory to Buyer and Seller under which Buyer would be ineffectiveobtain, a violation of Law or would adversely affect to the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsextent practicable, the Company claims, rights and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit under such Contract in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all claims, rights and benefits of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Transferred Asset or any claim or claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in Buyer pursuant to this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.05.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Purchaser Sub Buyer thereunder and (as assignee of b) such consent is not obtained prior to the Company) or the Company (as applicable)Closing. Subject to Section 6.25.2(a), the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub Buyer may request; providedrequest (in each case, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(eat Buyer’s cost). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Sub the Company, Buyer, or its designee (as assignee of the CompanySeller or any Affiliate thereof) thereto or thereunder so that Purchaser Sub such assignee would not in fact receive all such rights, the Company and Purchaser Sub each Party will, subject to Section 6.2(a5.2(a), cooperate enter into any arrangement reasonably requested by the other Party (provided Buyer shall reimburse Seller for all reasonable and documented out-of-pocket expenses incurred by Seller arising from, in a mutually agreeable arrangement connection with or otherwise with respect to actions taken by Seller at Buyer’s request pursuant to this Section 2.3) under which Purchaser Sub (i) Buyer would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with the Purchased Assetsuch Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subsuch party, or under which the Company and (ii) Seller would enforce, enforce for the benefit of Purchaser Subthe Company, and at the expense of Purchaser SubBuyer, or its designee any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased AssetTransferred Assets and Liabilities, claim, right or benefit, and the Company Seller would promptly pay to Purchaser Sub such party when received all monies received by them Seller under any Purchased Asset or any claim or Transferred Assets and Liabilities, claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasebenefit.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Assigned Contract or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofand for so long as such assignment, without the approval, consent or waiver of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Assigned Contract or would in any way adversely affect the rights of Seller thereunder so that Purchaser Sub (as assignee of the Company) would not in fact receive all such rights. If such approval, consent or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent waiver is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation ineffective under the terms of Law such Assigned Contract or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Purchaser and Purchaser Sub willSeller will cooperate, subject to Section 6.2(a), cooperate in a mutually agreeable lawful arrangement under which designed to provide to Purchaser Sub wouldthe economic claims, in compliance with Law, obtain the rights and benefits and assume liabilities of use of such Assigned Contract, and Seller shall continue to perform such Contract or comply with the obligations terms thereof upon the direction of, and with all necessary help from, Purchaser; provided, that Purchaser shall bear any incremental economic burden resulting from implementation of any such alternative arrangement pursuant to this Section 1.03. To the extent, and only to the extent, Purchaser is able to receive the economic burdens associated claims, rights and benefits under any Assigned Contract, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such Assigned Contract. Following the Closing, the parties hereto shall have a continuing obligation to cooperate with each other and to obtain promptly all such approvals, consents or waivers; provided, that neither Seller nor any of its Affiliates shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such approvals, consents, or waivers. Upon obtaining the Purchased Assetrequisite approval, consent or waiver, Seller shall promptly convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, such Assigned Contract, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasehereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to (a) To the contraryextent requested by Buyer, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without Seller and the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company Members will use its commercially reasonable efforts to obtain the consent of the other party or parties to any such Purchased Asset Assumed Contract to the extent required by the Assumed Contract or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date Buyer. (or the applicable Subsequent Closing Date), any such consent is not obtained, or if b) If an attempted transfer or assignment thereof of any Assumed Contract would be ineffective, ineffective or would constitute a violation breach or other contravention of Law or such Assumed Contract that would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so in such a manner that Purchaser Sub Buyer would not in fact receive all such rights, then this Agreement shall not constitute an agreement to assign such Assumed Contract. (c) If and to the Company and Purchaser Sub will, subject extent that Seller is unable to assign an Assumed Contract as contemplated by Section 6.2(a1.06(b), cooperate in a mutually agreeable arrangement under which Purchaser Sub wouldSeller shall continue to be bound by any such Assumed Contract (the “Non-Assigned Contract”). To the maximum extent permitted by law or the terms of the Non-Assigned Contract, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for (i) Seller shall make the benefit of Purchaser Subsuch Non-Assigned Contract available to Buyer, and (ii) the assignment provisions of this Agreement shall operate to the extent permitted by law or the applicable Non-Assigned Contract to create a subcontract, sublease or sublicense with Buyer to perform each relevant Non-Assigned Contract at a price equal to the expense monies, rights and other consideration receivable or payable by Seller with respect to the performance by or enjoyment of Purchaser SubBuyer under such subcontract, sublease or sublicense. To the extent such benefit is made available, and/or such subcontract, sublease or sublicense is created, (A) Buyer shall pay, perform and discharge fully all obligations of Seller under any such Non-Assigned Contract from and after the Closing Date, (B) Seller shall, without further consideration therefor, pay and remit to Buyer promptly any monies, rights and other consideration received in respect of such Non-Assigned Contract, and (C) Seller shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by Buyer. (d) If and when any third party consent contemplated by this Section 1.06 shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, Seller shall promptly assign all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right and obligations thereunder or benefitin connection therewith to Buyer without payment of further consideration therefor, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 Buyer shall assume such rights and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseobligations.