Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiver.

Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, and subject to the provisions of this Section 2.07, to the extent that the sale, assignment, transfer, conveyance or delivery delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser Buyer of any AssetPurchased Asset would result in a violation of applicable Law, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any governmental Governmental Authority), and such consent, authorization, approval or third party authorizations, approvals, consents or waivers which waiver shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them)Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the ClosingClosing for a period of one (1) year, the parties Seller shall use commercially reasonable best efforts and cooperate efforts, with each other ▇▇▇▇▇’s cooperation, to obtain any such required consent, authorization, approval or waiver as promptly as possible to provide Buyer with such authorizationsPurchased Asset and the related rights, approvals, consents or waiversobligations and responsibilities from and after the Closing; provided, however, that neither Sellers Seller nor Purchaser Buyer shall be required to pay any consideration therefor. If any such consent, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approvalapproval or waiver shall not be obtained or if any attempted assignment would be ineffective or would materially impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, consent or waiver, the parties Buyer and Seller shall cooperate with each other in any use commercially reasonable and lawful arrangements designed efforts to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing such as sublicensing or subcontracting if permittedsubcontracting) to provide Purchaser to the parties the economic (taking into account tax costs and benefits) and and, to the extent permitted under applicable Law, operational equivalent of obtaining the transfer of such Purchased Asset to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Such arrangement may include Seller, to the maximum extent permitted by Law and the Purchased Asset, acting after the Closing for a period of up to one (1) year as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer; provided, that Buyer shall undertake to pay, perform and/or satisfy the corresponding Liabilities of Seller thereunder from and after the Closing Date for the enjoyment of such benefit to the extent Buyer would have been responsible hereunder if such consent, authorization, approval, consent approval or waiverwaiver had been obtained.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any Purchased Asset or for Purchaser to assume any Assumed Liability that by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party (collectively, the “Non-Assignable Assets”), in each case unless and until such consent or waiver has been obtained. (b) Seller will, and will cause its applicable Affiliates to, use its and their commercially reasonable efforts to obtain, or to cause to be obtained, any consent or waiver that is required for Seller and its Affiliates to sell, transfer, assign, convey and deliver the Purchased Assets to Purchaser pursuant to this Agreement, as set forth on Section 2.5 of the Disclosure Schedule. Notwithstanding anything to the contrary contained herein, if the third party to any Purchased Asset conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of a consent fee or other consideration, or the provision of additional security (including a guaranty), Seller will not be required to make any such payments or to provide any such additional security. To the extent the salepermitted by applicable Law, assignment, transfer, conveyance or delivery to Purchaser of and except for any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, Contract that is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law"listed on Schedule 5.1(a)(i) or would require Schedule 5.1(a)(ii), in the event any governmental such consent or third party authorizations, approvals, consents or waivers which shall waiver cannot have been be obtained prior to Closing, (i) the Closing (after Sellers' reasonable best efforts to obtain them)Non-Assignable Assets subject thereto and affected thereby will be held, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following as of and from the Closing, by Seller or its Affiliates in trust for the parties shall use reasonable best efforts benefit of Purchaser, and cooperate with each other to obtain promptly such authorizationsall benefits and obligations existing thereunder will be for Purchaser’s account; (ii) Seller will pay, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid perform and otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof) all of the covenants and obligations under such Non-Assignable Assets and Purchaser will reimburse Seller for any payments made by Seller under such Non-Assignable Assets; (iii) Seller and its Subsidiaries will take or cause to be taken, subject to the second sentence of this Section 2.6. Pending 1.7(b), such authorization, approval, consent actions in its name or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed otherwise as Purchaser may reasonably request so as to provide to Purchaser with the benefits of use such Non-Assignable Assets and to, using commercially reasonable efforts, effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets and to pay over to Purchaser all money or other consideration received by it in respect of such AssetNon-Assignable Assets and (iv) Purchaser and Seller will, and Seller will cause its Affiliates to, collectively cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Transaction Agreements. Once If and when such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assignSeller will, and will cause its Affiliates to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Purchaser or its applicable Subsidiaries for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiver.

Non-Assignable Assets. Notwithstanding anything to the contrary contained (a) Nothing in this Agreement, Agreement nor the consummation of the Transactions contemplated hereby will be construed as an attempt or agreement to the extent the sale, assignmentsell, transfer, conveyance assign, convey or delivery deliver any asset, property or right to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business Buyer (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, howeverthat this Section 1.6(a) will not affect whether any asset, that neither Sellers nor Purchaser shall be property or right will, once any required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) or for Buyer and its successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the Sellers consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has been obtained (collectively, the “Non-Assignable Assets”). (b) Seller shall promptly assignuse its commercially reasonable efforts to obtain the Seller Consents (as defined below). To the extent permitted by applicable Law, in the event any such consent or waiver cannot be obtained prior to Closing, (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by Seller in trust for the benefit of Buyer, and all benefits and obligations existing thereunder will be for Buyer’s account, (ii) Buyer shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller shall take or cause to be taken, subject to the second sentence of this Section 1.6(b), such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and to pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets in accordance with Section 4.8, and (iv) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral Agreements. If and when such consent or waiver is obtained, Seller shall sell, transfer, assign, convey and deliver such Non-Assignable Asset to Purchaser Buyer for no additional consideration. To . (c) As of and from the Closing Date, Seller authorizes Buyer, to the extent that any such Asset cannot be transferred or permitted by applicable Law and the full terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of use of any such Asset cannot be provided to Purchaser following Seller under the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverNon-Assignable Assets.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignmentassignment or transfer of any Purchased Asset if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior to the Closing. (b) Both prior to and following, conveyance or delivery thereof. Following the Closing, the parties Seller and Buyer shall use commercially reasonable best efforts efforts, and shall cooperate with each other other, to obtain promptly any such authorizationsrequired consent or waiver, approvalsor any release, consents substitution or waiversamendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities from and after the Closing Date; provided, however, that neither Sellers Seller nor Purchaser Buyer shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorizationconsent, approvalwaiver, consent release, substitution or waiver amendment is obtained, Seller shall sell, assign and transfer to Buyer the Sellers shall promptly assign, transfer, convey and deliver such relevant Purchased Asset to Purchaser which such consent, waiver, release, substitution or amendment relates for no additional consideration. (c) Except as set forth in Section 9.01(f) below, to the extent that any Purchased Asset or Assumed Liability cannot be transferred to Buyer pursuant to this Section 1.06, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing. Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent that any permitted under applicable Law, Seller shall, hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller from and after the Closing Date, to the extent related to such Purchased Asset cannot in connection with the arrangements under this Section 1.06. Seller shall be transferred or permitted to set off against such amounts all direct costs associated with the full benefits retention and maintenance of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverPurchased Assets.

Non-Assignable Assets. Notwithstanding anything herein to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, Purchased Asset is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") Legal Requirement or would require any governmental or third party authorizations, approvals, consents or waivers Consents which shall not have been obtained prior to the Closing (after Sellers' Seller's TCAS Asset Purchase Agreement reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waiversConsents; provided, however, that neither Sellers nor Purchaser Buyer shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6Governmental Body. Pending such authorization, approval, consent or waiverConsents, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of the Purchased Assets in question and, provided Buyer receives such Assetbenefit of use thereof, Buyer shall pay or satisfy the Assumed Liabilities, if any, corresponding thereto. Once such authorization, approval, consent or waiver is Consents are obtained, the Sellers Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits of use of any such Purchased Asset cannot be provided to Purchaser Buyer following the Closing, then Purchaser Buyer and Sellers Seller shall enter into such arrangements for no additional consideration from Purchaser Buyer (including subleasing or subcontracting if to the extent permitted) to provide Purchaser Buyer the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverConsents.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, and subject to the provisions of this Section 2.08, to the extent that the sale, assignment, transfer, conveyance or delivery delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser Buyer of any Asset, or any other item to be delivered at Closing, such as a permit, license or Assigned Contract would require the consent, authorization, approval or waiver of a Person who is prohibited by not a party to this Agreement or an Affiliate of a party to this Agreement (including any foreignGovernmental Authority), federaland such consent, state authorization, approval or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which waiver shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them)Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to the satisfaction or waiver of the conditions contained in ARTICLE III, the Closing shall occur notwithstanding the foregoing without any adjustment to the Transaction Consideration on account thereof. Following the Closing, the parties Seller and Buyer shall continue to use commercially reasonable best efforts efforts, and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties Seller and Buyer shall cooperate with each other other, to obtain any such required consent, authorization, approval or waiver in any commercially reasonable and lawful arrangements designed order for Seller to provide to Purchaser effect an assignment of the benefits of use of such AssetAssigned Contract. Once such consent, authorization, approval, consent approval or waiver is obtained, the Sellers Seller shall promptly sell, assign, transfer, convey and deliver to Buyer the relevant Assigned Contract to which such Asset to Purchaser consent, authorization, approval or waiver relates for no additional consideration. , which shall be considered the Closing Date for such Assigned Contract. (b) To the extent that any such Asset Assigned Contract cannot be transferred to Buyer at or the full benefits of use of any such Asset cannot be provided to Purchaser following the ClosingClosing in accordance with this Agreement, then Purchaser Buyer and Sellers Seller shall use commercially reasonable efforts to enter into such arrangements for no additional consideration from Purchaser (including subleasing such as subleasing, sublicensing or subcontracting if permittedsubcontracting) to provide Purchaser to the parties the economic (taking into account tax costs and benefits) and operational equivalent of obtaining the transfer of such authorization, approval, consent or waiverAssigned Contract to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto.

Non-Assignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Transferred Asset, including any Contract, Governmental Authorizations, certificate, approval, authorization or other right, which by its terms or by Applicable Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment ("Nonassignable Assets") unless and until such consent shall have been obtained. Seller shall, and shall cause its IP Affiliates to, (i) use its or their commercially reasonable efforts to obtain at the earliest practicable date all consents, waivers, approvals and notices that are required to effectuate the transactions contemplated by this Agreement (including without limitation in connection with the ROM Code related mask works and ROM code related to the Seller Products, as requested by Purchaser 2) and (ii) use its or their commercially reasonable efforts to take, or cause to be taken, all actions to enable and facilitate Purchaser 2's efforts to effect the transfer and/or assignment of the ROM Code related mask works to Purchaser 1 and ROM code related to the Seller Products to Purchaser 2, including without limitation Purchaser 2's efforts to obtain consents in connection therewith. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation none of the Business (an "Applicable Law") Purchasers or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser their respective Affiliates shall be required to pay any consideration thereforamounts in connection with obtaining any consent, other than filing, recordation waiver or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset permitted by Applicable Law, in the event consents to the assignment thereof cannot be transferred obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the full applicable IP Affiliate of Seller in trust for the applicable Purchaser and the covenants and obligations thereunder shall be performed by the applicable Purchaser in Seller's or such IP Affiliate's name and all benefits and obligations existing thereunder shall be for such Purchaser's account. Seller shall take or cause to be taken at Seller's expense such actions in its name or otherwise as such Purchaser may reasonably request so as to provide such Purchaser with the benefits of use the Nonassignable Assets and to effect collection of any money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable IP Affiliate of Seller shall promptly pay over to such Asset canPurchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its IP Affiliates authorizes each Purchaser, to the extent permitted by Applicable Law and the terms of the Nonassignable Assets, at such Purchaser's expense, to perform all the obligations and receive all the benefits of Seller or its IP Affiliates under the Nonassignable Assets and appoints each Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable IP Affiliate of Seller and on such IP Affiliate's behalf with respect thereto. The Parties acknowledge that the assets of the Indian Subsidiary will not be provided transferred until debonding takes place in connection with STPI and three (3) new leases in replacement of the Indian Subsidiary Leases are fully executed and delivered by and between the landlord(s) under the Indian Subsidiary Leases and the India Entity (in respect of the Indian Subsidiary's current premises) (such period being known as the "Transition Period"). During the Transition Period, the Indian Subsidiary shall continue to Purchaser following operate such assets for the Closing, then Purchaser benefit of the India Entity as described in clause (a) above and Sellers shall enter into such arrangements for no additional consideration from Purchaser use its commercially reasonable efforts (including subleasing or subcontracting if permittedat its sole cost) to obtain at the earliest practicable date satisfaction of such conditions. During the Transition Period the Indian Subsidiary shall (i) operate its business in the ordinary course of business consistent with past practice, (ii) provide Purchaser reasonable access and inspection rights to the economic employees, assets and premises of the Indian Subsidiary, (taking into account tax iii) maintain existing insurance policies in full force and effect and for the benefit of the India Entity, (iv) refrain from placing liens on any assets of the Indian Subsidiary, (v) not terminate any of its employees, (vi) continue to provide the same level of salary and benefits to its existing employees, and (vii) take instructions on the operations of the assets from the India Entity. The India Entity agrees to pay the reasonable costs of operating such assets on behalf of the India Entity, including employee and benefits) lease costs, during the Transition Period based on actual costs incurred by the Indian Subsidiary with no added ▇▇▇▇-up. The Indian Subsidiary and operational equivalent the India Entity shall use commercially reasonable efforts to make the Transition Period as brief as reasonably practicable. After the Transition Period, the India Entity shall provide reasonable access to its management employees and books and records in order to facilitate the winding down of obtaining such authorization, approval, consent or waiverthe affairs of the Indian Subsidiary.

Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent the that any sale, assignmentconveyance, transfer, conveyance transfer or delivery to Purchaser assignment as part of the Pre-Closing Reorganization of any Assetasset (including any Permit or Contract), or any other item to be delivered at Closingclaim, such as a permitright or benefit arising thereunder or resulting therefrom (collectively, license the “Interests”) is not permitted by applicable Law or consent, is prohibited by not permitted without the Consent of any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers Person which shall consent has not have been obtained at or prior to the Pre-Closing (after Sellers' reasonable best efforts to obtain them)Reorganization, this Agreement shall not be deemed to constitute a sale, assignmentconveyance, transfertransfer or assignment of any such Interest (a “Retained Interest”) unless and until such Retained Interest can be sold, conveyance conveyed, transferred or delivery thereofassigned or such Consent is obtained, at which time: (i) such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with the provisions hereunder, subject to any condition or provision contained in such Consent, whereupon it shall cease to be a Retained Interest, and (ii) the intended recipient of such Interest shall assume the obligations under such Retained Interest. Following the ClosingWith respect to any Retained Interest, the parties shall take such action as may be necessary to provide that the benefits and burdens of such Retained Interest accrue to the party to whom such Interest is to be transferred in the Pre-Closing Reorganization. After the Closing, each Party shall use commercially reasonable best efforts efforts, and cooperate with each other other, to obtain promptly such authorizationsany consents required for the sale, approvalsconveyance, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, transfer and assignment of the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverRetained Interests.

Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, Agreement to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them)contrary, this Agreement shall not constitute an agreement or an attempted agreement to transfer or assign any contract, license, lease, commitment, sales order, purchase order or other agreement, or any claim or right of any benefit arising thereunder or resulting therefrom if any such attempted transfer or assignment thereof, without the consent of any other party thereto, would constitute a salebreach thereof or in any way affect the rights of Purchaser thereunder. Benedek and BLC, as applicable, shall, between the date hereof and the Closing Date, take commercially reasonable efforts to obtain the consent of any party or parties to any such material contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the transfer or assignment thereof by Benedek or BLC, as applicable, to Purchaser hereunder in all cases in which such consent is required for transfer or assignment; provided, transferthat such efforts shall not require the payment of any consideration by Benedek or BLC, conveyance as applicable. If after Benedek or delivery thereof. Following BLC, as applicable, has used commercially reasonable efforts to obtain the consent of any such other party to such material contract, license, lease, commitment, sales order, purchase order or other agreement, such consent shall not be obtained at or prior to the Closing, or an attempted assignment thereof at the parties shall use reasonable best efforts Closing would be ineffective and would affect the rights of Benedek or BLC, as applicable, thereunder, Benedek or BLC, as applicable, will cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements arrangement designed to provide to for Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that under any such Asset cannot be transferred material contract, license, lease, commitment, sales order, purchase order or other agreement, including the full benefits enforcement, at the cost and for the benefit of use Purchaser, of any and all rights of Benedek or BLC, as applicable, against such Asset cannot be provided to Purchaser following other party thereto arising out of the Closing, then Purchaser and Sellers shall enter into breach or cancellation thereof by such arrangements for no additional consideration from Purchaser (including subleasing other party or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverotherwise.

Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, and subject to the provisions of this Section 2.07, to the extent that the sale, assignment, transfer, conveyance or delivery delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser Buyer of any Asset, or any other item to be delivered at Closing, such as a permit, license or Purchased Asset would require the consent, authorization, approval or waiver of a Person who is prohibited by any foreignnot a party to this Agreement and such consent, federalauthorization, state approval or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which waiver shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them)Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties Seller and Buyer shall use commercially reasonable best efforts efforts, and shall cooperate with each other other, to obtain promptly any such authorizationsrequired consent, approvalsauthorization, consents approval or waiverswaiver, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Purchaser Buyer shall be required to pay any consideration therefor. Once such consent, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorizationrelease, approval, consent substitution or waiver amendment is obtained, the Sellers Seller shall promptly sell, assign, transfer, convey and deliver such to Buyer the relevant Purchased Asset to Purchaser which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. To the extent that any such Purchased Asset and/or Assumed Liability cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser Buyer following the ClosingClosing pursuant to this Section 2.07, then Purchaser Buyer and Sellers Seller shall use commercially reasonable efforts to enter into such arrangements for no additional consideration from Purchaser (including subleasing such as subleasing, sublicensing or subcontracting if permittedsubcontracting) to provide Purchaser to the parties the economic (taking into account tax costs and benefits) and and, to the extent permitted under applicable Law, operational equivalent of obtaining the transfer of such authorization, approval, consent or waiverPurchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto.

Non-Assignable Assets. Notwithstanding anything to the contrary contained (a) Nothing in this Agreement, Agreement nor the consummation of the Transactions contemplated hereby shall be construed as an attempt or agreement to the extent the sale, assignmentsell, transfer, conveyance assign convey or delivery deliver any asset, property or right to Purchaser of any Asset, Buyer or any other item of its Subsidiaries (provided, that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be delivered at Closingan Acquired Asset for any other purpose under this Agreement) which by its terms or by Law is not transferable or non-assignable, as applicable without the consent or waiver of a third Person or is cancelable by a third Person in the event of such as a permittransfer or assignment without the consent or waiver of such third Person (collectively, license “Non-Assignable Assets”), in each case unless and until such consent or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which waiver shall not have been obtained prior to the Closing obtained. (after Sellers' b) Buyer and Seller shall use their respective commercially reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that in connection with the foregoing neither Sellers nor Purchaser Party shall be required to (i) pay or agree to pay any consideration thereforamounts or other consideration, other than filing(ii) agree to the imposition of any limitation or obligation on its business or operations, recordation (iii) provide or similar fees payable agree to provide any additional security (including a guaranty), or (iv) agree to any governmental authoritymodifications of existing contracts or the entry into any new contracts, which fees and if any such consent or waiver that is not required to be obtained as a condition to Buyer’s obligation to consummate the Transactions pursuant to Article 3 is not obtained prior to the Closing, the Closing shall nonetheless take place. (c) Buyer and Seller shall (and shall cause their respective Subsidiaries to) use their respective commercially reasonable efforts to obtain, or to cause to be paid in accordance with Section 2.6. Pending such authorizationobtained, any consent, substitution, approval, consent or waiveramendment required to novate all obligations under any and all obligations or Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Subsidiaries so that, the parties shall cooperate with each other in any commercially reasonable such case, Buyer and lawful arrangements designed its Subsidiaries shall, effective as of the Closing, be solely responsible for the Liabilities and obligations underlying the Assumed Liabilities. (d) To the extent permitted by applicable Law, in the event that written consents or waivers to the assignment thereof cannot be obtained prior to the Closing, such Non-Assignable Assets shall be held, as of and from the Closing Date, by Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken, at Buyer’s expense, such actions in its name or otherwise as Buyer may reasonably request so as to provide to Purchaser Buyer with the benefits of use the Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under the Non-Assignable Assets, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all Non-Assignable Assets. (e) From and after the Closing Date, Seller on behalf of itself and its Subsidiaries authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Subsidiaries under the Non-Assignable Assets and appoints Buyer as its attorney-in-fact to act in its name on its behalf or in the name of the applicable Subsidiaries of Seller and on such Asset. Once such authorizationSubsidiary’s behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, approval, unless and until any written consent or waiver with respect to any Non-Assignable Asset is obtained, such Non-Assignable Asset shall not constitute an Acquired Asset and any associated Liability shall not constitute an Assumed Liability for any purpose under this Agreement, and the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use failure of any such written consent or waiver to be obtained or the failure of any such Non-Assignable Asset canto constitute an Acquired Asset or any circumstances resulting therefrom shall not constitute a Business Material Adverse Effect or a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement. Upon obtaining the requisite third Person consents or waivers thereto, such Non-Assignable Asset shall become an Acquired Asset and shall be provided transferred and assigned to Purchaser Buyer hereunder. (g) Buyer shall indemnify and hold harmless Seller and its Subsidiaries from and against any and all Losses actually incurred by Seller or its Subsidiaries (i) as a result of any actions taken or not taken by Buyer after the Closing Date as subcontractor, representative or obligor with respect to any Non-Assignable Asset, or the non-compliance by Buyer on or following the ClosingClosing Date with any Laws applicable to any such Non-Assignable Asset; or (ii) if Buyer is permitted by applicable Law and the terms of the Non-Assignable Assets to perform the covenants and obligations of Seller or its Subsidiary thereunder in Seller’s (or its Subsidiary’s) stead, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) any Losses otherwise relating to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverany Non-Assignable Assets.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, to the extent that the saleassignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, assignment, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, conveyance or delivery by reason of or pursuant to Purchaser of any Asset, or any other item transfer to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them)Purchasers, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a saledefault thereunder or in any way adversely affect the rights of Purchasers thereunder. If consent to the assignment or transfer of any such Assumed Contract, assignmentproperty or asset is not obtained, transferor if an attempted assignment thereof would be ineffective or would affect the rights of Purchasers thereunder, conveyance or delivery thereof. Following the Closingthen, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizationsat any Purchaser’s request, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other such Purchaser in any commercially reasonable and lawful arrangements arrangement designed to provide to such Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of use Purchasers (reasonable expenses to be borne by Purchasers) of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by Sellers shall not cause Sellers to violate any terms of such Asset. Once Assumed Contract; provided, further, that Purchasers shall assume all of the post-Closing liabilities of Sellers under such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset Assumed Contracts (other than Excluded Liabilities) to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or to which Purchasers receives the full post-Closing benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiver.thereof. ARTICLE III CONSIDERATION 3.1