Contracts and Licenses. (a) Brite shall use its best efforts to obtain all necessary consents, waivers, authorizations and approvals of all persons, firms or corporations required in connection with the execution, delivery and performance by Brite and the Company of this Agreement (b) To the extent that the terms of any Contract or License require the consent of any third party to avoid giving any third party the right to cancel or terminate the Contract or License or impose extra charges or penalties in connection with the transactions contemplated by this Agreement, the assignment thereof to the Company will be deferred until such consent is received. With respect to Contracts, pending receipt of such consents, Brite will, to the extent legally permissible, subcontract performance to the Company, and the Company will receive in respect of its subcontract performance all payments earned under the Contract. If subcontracting is not permissible, then pending assignment the parties will cooperate to determine a reasonable arrangement that is designed to provide for Buyer the benefits intended to be assigned to the Company (and indirectly to Buyer) under the relevant Contract or License, including, without limitation, enforcement for the account of Buyer of any and all rights of Brite against the other party to any Contract arising out of the breach of cancellation of Contract by such other party. However, notwithstanding this Section 4.17(b), Brite will not be required to conduct the Business after the Closing, and Buyer will reimburse Brite for costs incurred by Brite pursuant to this Section 4.17(b) and will indemnify Brite against liabilities incurred in performance under this Section 4.17(b) pursuant to Section 5.3. The reimbursement and indemnification described in the preceding sentence shall not be subject to Section 5.7.
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Contracts and Licenses. (a) Brite shall use its best efforts to obtain all necessary consents, waivers, authorizations and approvals of all persons, firms or corporations required in connection with the execution, delivery and performance by Brite and the Company of this Agreement
(b) To the extent that the terms of any Contract or License require the consent of any third party to avoid giving any third party the right to cancel or terminate the Contract or License or impose extra charges or penalties in connection with the transactions contemplated by this Agreement, the assignment thereof to the Company will be deferred until such consent is received. With respect to Contracts, pending receipt of such consents, Brite will, to the extent legally permissible, subcontract performance to the Company, and the Company will receive in respect of its subcontract performance all payments earned under the Contract. If subcontracting is not permissible, then pending assignment the parties will cooperate to determine a reasonable arrangement that is designed to provide for Buyer the benefits intended to be assigned to the Company (and indirectly to Buyer) under the relevant Contract or License, including, without limitation, enforcement for the account of Buyer of any and all rights of Brite against the other party to any Contract arising out of the breach of cancellation of Contract by such other party. However, notwithstanding this Section SECTION 4.17(b), Brite will not be required to conduct the Business after the Closing, and Buyer will reimburse Brite for costs incurred by Brite pursuant to this Section SECTION 4.17(b) and will indemnify Brite against liabilities incurred in performance under this Section SECTION 4.17(b) pursuant to Section SECTION 5.3. The reimbursement and indemnification described in the preceding sentence shall not be subject to Section SECTION 5.7.
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