Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment ----------------------- hereunder by the Sellers Seller to Buyer of any Assumed Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Prior to the Closing, Seller shall advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract as to which the Sellers know or have substantial reason to believe it knows it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation pursuant to make reasonable efforts Section 9.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers shall Seller shall, if requested by Buyer, cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed the Contract, including enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Buyer of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyerperson, acting as an agent on behalf of Buyer, subcontracting to Buyer or the right to perform under the Contract on the same economic terms as applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, in each case at Buyer's expense. Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to such Contracts.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers Seller shall advise Buyer in writing on at least two (2) business days prior to the date hereof Closing with respect to any Assumed Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Sellers’ Seller’s obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers Seller and Buyer shall cooperate with Buyer each other following the Closing Date in and enter into any reasonable arrangement, excluding payment arrangement (which arrangement shall provide that Buyer shall be responsible for the performance of money by the Sellers to Buyer, all obligations under such Assumed Contracts) designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require. Notwithstanding anything in this Section 2.7 to the contrary, Buyer agrees and acknowledges that Seller does not guarantee the receipt of any consent necessary to assign any Assumed Contract, and shall not be liable to Buyer for the failure to receive any such consent.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer Purchaser of any Assumed Transferred Contract is not permitted or is not permitted without the consent of any other party to such Assumed ContractTransferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not be deemed to constitute an assignment of any such Assumed Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Transferred Contract, and Buyer Purchaser shall assume no obligations or liabilities under any such Assumed Transferred Contract. The Sellers shall advise Buyer in writing on Notwithstanding the date hereof foregoing with respect to any Assumed Contract which the Sellers know or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract that is not obtained or if such assignment is not permitted irrespective of consent and if prior to the Closing shall occurClosing, the Sellers at Purchaser’s request, Seller shall cooperate with Buyer Purchaser following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Assumed Transferred Contract, including the enforcement for the benefit of Buyer Purchaser of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Transferred Contract by such other party and, if requested by BuyerPurchaser, acting as an agent on behalf of Buyer Purchaser or as Buyer Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers either Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which the Sellers know either Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closing. Without in any way limiting the Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer (at the Buyer’s cost) of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Prior to the Closing, Seller shall advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract as to which the Sellers know or have substantial reason to believe it knows it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation pursuant to Section 8.3. make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers shall Seller shall, if requested by Buyer, cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed the Contract, including enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Buyer of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyerperson, acting as an agent on behalf of Buyer, subcontracting to Buyer or the right to perform under the Contract on the same economic terms as applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, in each case at Buyer's expense. Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to such Contracts.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Prior to the Closing, Seller shall advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract as to which the Sellers know or have substantial reason to believe it knows it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation pursuant to make reasonable efforts Section 9.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers shall Seller shall, if requested by Buyer, cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed the Contract, including enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Buyer of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyerperson, acting as an agent on behalf of Buyer, subcontracting to Buyer or the right to perform under the Contract on the same economic terms as applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, in each case at Buyer's expense. Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to such Contracts.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder under this Agreement by the Sellers Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers Seller shall use commercially reasonable efforts to advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe Seller knows will or may not be assigned to Buyer hereunder at under this Agreement. In the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if event that any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occuris consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date in any commercially reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement (a “Contract Arrangement”) designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require; provided that Seller shall not be obligated to expend any funds in connection with such cooperation. In addition, Buyer shall perform Seller’s obligations under any such Contract and indemnify Seller for any and all Losses arising out of its failure to do so and, in the event it fails to perform such obligations, Seller’s obligations under this Agreement to cooperate with Buyer under, in or otherwise with respect to, any Contract Arrangement shall terminate.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract contract is not permitted or is not permitted without the consent of any other another party to such Assumed Contractcontract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contractcontract, and Buyer shall assume no obligations or liabilities under any such Assumed Contractcontract. The Sellers Seller shall advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closinghereunder. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer, and Buyer shall cooperate with Seller, following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including including, at Buyer's expense, enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract arising after Closing by such other party andparty. Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer with respect to its post-Closing efforts under this Section, if requested by Buyer, acting as an agent on behalf whether or not the parties are successful in vesting Buyer with the rights and benefits (subject to the obligations) of Buyer or as Buyer shall otherwise reasonably requiresuch Contracts.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Assigned Contract is not permitted or is not permitted without the consent of any other party to such Assumed ContractThird-Party Approval, this Agreement shall not be deemed to constitute an assignment of any such Assumed Assigned Contract if such consent Third-Party Approval is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Assigned Contract, and Buyer shall assume no obligations or liabilities Liabilities under any such Assumed Assigned Contract. The Sellers Seller shall advise Buyer in writing on at least two (2) Business Days prior to the date hereof Closing with respect to any Assumed Assigned Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Sellers’ Seller’s obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunderrequired Third-Party Approvals, if any such consent relating to an Assumed Contract Third-Party Approval is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Assigned Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Assigned Contract by such other party and, if requested by Buyer▇▇▇▇▇, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

Nonassignable Contracts. Notwithstanding anything At its own cost, Seller shall use all ----------------------- reasonable efforts to obtain all consents and approvals necessary to assign to Purchaser any contract, lease, license, permit or other agreement of Seller that is included in the contrary herein, to Purchased Assets (the "Contracts"). To the extent that the assignment hereunder by the Sellers Seller --------- to Buyer Purchaser of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer Purchaser shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Seller shall advise Buyer Purchaser promptly in writing on the date hereof with respect to any Assumed Contract under which the Sellers know it knows or have substantial has reason to believe it will or may not be assigned to Buyer hereunder at receive the Closingrequired consent. Without in any way limiting Sellers’ obligation Seller's obligations to make use all reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer Purchaser hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing hereunder is consummated, Seller shall occur, the Sellers continue to use all reasonable efforts to obtain such consents and shall cooperate with Buyer following the Closing Date Purchaser in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer Purchaser with the rights and benefits (subject to the obligations) under such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably requireContracts.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers Seller shall advise Buyer in writing on at least two (2) Business Days prior to the date hereof Closing with respect to any Assumed Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Sellers’ Seller’s obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunderhereunder as required by this Agreement, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers Seller shall cooperate with Buyer at Buyer’s expense following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require, and Buyer shall pay and perform all Assumed Liabilities in respect of any such Assumed Contract to the extent arising subsequent to Closing.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by Seller to Purchaser of the Sellers to Buyer of any Assumed Contract Contracts is not permitted or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer Purchaser shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Seller shall advise Buyer Purchaser promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers know it knows or have substantial has reason to believe know that it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation to make use commercially reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer Purchaser hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if and, at Purchaser's election, the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date Purchaser in any reasonable arrangement, excluding payment of money arrangement designed by the Sellers to Buyer, designed Purchaser to provide Buyer Purchaser with the rights and benefits (benefits, subject to the obligations) , under such Assumed the Contract, including enforcement for the benefit of Buyer Purchaser of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party person and, if requested by BuyerPurchaser, acting Seller shall act as an agent on behalf of Buyer Purchaser or as Buyer Purchaser shall otherwise reasonably require; provided, however, that Seller shall not be required to pay any amount or undertake any obligation not referred to in the particular document or agreement for which consent is being obtained.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Assigned Contract is not permitted or is not permitted without the consent of any other party to such Assumed Assigned Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Assigned Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Assigned Contract, and Buyer ▇▇▇▇▇ shall not assume no any obligations or liabilities Liabilities under any such Assumed Assigned Contract. The Sellers If any such required consent is not obtained, Seller shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make use its reasonable commercial efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent as promptly as possible, and if the Closing shall occur, the Sellers Seller shall cooperate with Buyer following the Closing Date for up to twelve (12) months thereafter in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Assigned Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Assigned Contract by such other party and, if requested by Buyer▇▇▇▇▇, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require, provided that (i) the cost of implementing such an arrangement shall be borne [***]% by Buyer and [***]% by Seller, and (ii) in no event shall Seller be required to pay any sums of money to any third parties to obtain such reasonable arrangement. Any applicable Transfer Taxes in connection with any sale, assignment or transfer pursuant to this Section 2.10 shall be paid by Seller and Buyer in accordance with Section 2.8. Notwithstanding any provision in this Section 2.10 to the contrary, (a) Buyer shall not be deemed to have waived its rights under Section 8.2(b) unless and until Buyer either provides written waivers thereof or elects to proceed to consummate the Contemplated Transactions at Closing and (b) nothing in this Section 2.10 shall be deemed to relieve Seller of its Liabilities for breach of Section 3.2(c).

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder ----------------------- by the Sellers Seller to Buyer of any Assumed Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Prior to the Closing, Seller shall advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract as to which the Sellers know or have substantial reason to believe it knows it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation pursuant to make reasonable efforts Section 9.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers shall Seller shall, if requested by Buyer, cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed the Contract, including enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Buyer of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyerperson, acting as an agent on behalf of Buyer, subcontracting to Buyer or the right to perform under the Contract on the same economic terms as applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, in each case at Buyer's expense. Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to such Contracts.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer the Purchaser of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer the Purchaser shall assume no obligations or liabilities under any such Assumed Contract. The Sellers Seller shall advise Buyer the Purchaser promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be able to be assigned to Buyer hereunder at the ClosingPurchaser hereunder. Without in any way limiting Sellers’ the Seller’s relevant representations and warranties or its obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer the Purchaser hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer the Purchaser following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer the Purchaser with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer the Purchaser of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyerthe Purchaser, acting as an agent on behalf of Buyer the Purchaser or as Buyer the Purchaser shall otherwise reasonably require, all at the Seller’s expense.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Prior to the Closing, Seller shall advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract as to which the Sellers know or have substantial reason to believe it knows it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation pursuant to Section 8.8 to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers shall Seller shall, if requested by Buyer, cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed the Contract, including enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Buyer of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyerperson, acting as an agent on behalf of Buyer, subcontracting to Buyer or the right to perform under the Contract on the same economic terms as applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, in each case at Buyer's expense.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers to Buyer Purchaser of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer Purchaser shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer Purchaser promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers know or have substantial any reason to believe will or may not be assigned subject to Buyer hereunder at the Closingassignment to Purchaser hereunder. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Transferred Assets to Buyer Purchaser hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the transactions contemplated hereunder are consummated: (a) Sellers shall cooperate with Buyer Purchaser following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer Purchaser with the rights and benefits (subject to the obligations) under any such Assumed Contract, including including, without limitation, enforcement for the benefit of Buyer Purchaser of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party andparty, and if requested by BuyerPurchaser, acting as an agent on behalf of Buyer Purchaser or as Buyer Purchaser shall otherwise reasonably require; and (b) Purchaser shall indemnify Sellers for any liability arising under such Assumed Contract following the Closing Date as a result of any actions or omissions by Purchaser.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Prior to the Closing, Seller shall advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract as to which the Sellers know or have substantial reason to believe it knows it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation pursuant to make reasonable efforts Section 8.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers shall Seller shall, if requested by Buyer, cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed the Contract, including enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Buyer of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyerperson, acting as an agent on behalf of Buyer, subcontracting to Buyer or the right to perform under the Contract on the same economic terms as applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, in each case at Buyer's expense. Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to such Contracts.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Contributor to Buyer FADV of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or and if such assignment otherwise would constitute a material breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer FADV shall assume no direct obligations or liabilities under any such Assumed ContractContract until such consent is obtained. The Sellers shall advise Buyer in writing on the date hereof with respect to If any Assumed Contract which the Sellers know consent or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers waiver necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Contributor shall cooperate with Buyer FADV following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer FADV with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer FADV and at FADV’s expense of any and all rights of the Sellers Contributor against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by BuyerFADV, acting as an agent on behalf of Buyer FADV or as Buyer FADV shall otherwise reasonably require; provided that FADV shall bear Contributor’s reasonable out-of-pocket expenses as such agent and shall indemnify Contributor for actions taken or not taken as such agent; provided, further, that FADV shall cooperate with Contributor following the Closing Date in any reasonable arrangement designed to require FADV to assume, be responsible for and otherwise meet the burdens and obligations under any such Assumed Contract.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers Seller to any Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer the Buyers shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ the Seller’s obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Acquired Assets to Buyer the Buyers hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers Seller shall cooperate with Buyer the Buyers following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer the Buyers with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer the Buyers (at the Buyers’ cost) of any and all rights of the Sellers Seller against any other party Third Party arising out of any breach or cancellation of any such Assumed Contract by such other party Third Party and, if requested by either Buyer, acting acting, at Buyers’ cost, as an agent on behalf of such Buyer or as such Buyer shall otherwise reasonably require.

Nonassignable Contracts. Notwithstanding anything Anything in Section 1.2 to the contrary hereinnotwithstanding, with respect to the extent that the assignment hereunder by the Sellers to Buyer of any Assumed Contract or governmental license, permit or other authorization the transfer or assignment of which requires the Consent of any authority or other Person and such Consent has not been obtained prior to (or such Consent is not permitted or is not permitted without effective as of) the consent Closing (collectively, the "Nonassignable Contracts"), neither this Agreement, nor any instrument of any other party conveyance delivered pursuant to such Assumed Contractthe terms hereof, this Agreement shall not be deemed to constitute an assignment of any such Assumed Nonassignable Contract if such consent Consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Nonassignable Contract, and Buyer shall not assume no obligations or liabilities any Liabilities under any such Assumed Nonassignable Contract. The Sellers Seller shall use its commercially reasonable efforts to obtain any such required Consent, license, permit or other such authorization following the Closing and shall advise Buyer promptly in writing on the date hereof with respect to any Assumed Nonassignable Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closinghereunder. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents Consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Nonassignable Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract Consent is not obtained or if such assignment is not permitted irrespective of consent Consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Nonassignable Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Nonassignable Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder under this Agreement by the Sellers Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer in writing on SCHEDULE 1.5 sets forth a list of all Contracts related to the date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe Business that will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery Closing by virtue of the Assumed Contracts and preceding sentence. In the Purchased Assets to Buyer hereunder, if event that any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occuris consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date in any commercially reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement (a “Contract Arrangement”) designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require; provided that Seller shall not be obligated to expend any funds in connection with such cooperation. In addition, Buyer shall perform Seller’s obligations under any such Contract and indemnify Seller for any and all Losses arising out of its failure to do so and, in the event it fails to perform such obligations, Seller’s obligations under this Agreement to cooperate with Buyer under, in or otherwise with respect to, any Contract Arrangement shall terminate.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers Seller shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers Seller shall use its best efforts to advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closinghereunder. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to Buyer Purchaser of any Assumed contract, commitment, license, lease or other agreement of Seller representing a Contract Right is not permitted or is not permitted without the consent of any other party to such Assumed Contractthereto (the "Nonassignable Contracts"), this Agreement shall not be deemed to constitute an assignment of any such Assumed Nonassignable Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Nonassignable Contract, and Buyer Purchaser shall assume no obligations or liabilities under thereunder. Seller will, prior to the Closing Date, use its best efforts (subject to the last sentence of Section 11.8 below) to obtain the consent of the other party to the assignment to Purchaser of any such Assumed ContractNonassignable Contract or any Contract Right. The Sellers Seller shall advise Buyer Purchaser promptly in writing on the date hereof with respect to any Assumed Nonassignable Contract with respect to which the Sellers know it knows or have substantial has reason to believe will or may it shall not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Nonassignable Contracts and the Purchased Assets to Buyer hereunderPurchaser hereunder or Purchaser's rights under Section 6.1(e) hereof, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date Purchaser in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer Purchaser with the rights and benefits (benefits, subject to the obligations) , under such Assumed Contractthe Nonassignable Contracts, including enforcement for the benefit of Buyer Purchaser of any and all rights of the Sellers Seller against any other party Person arising out of any breach or cancellation of any such Assumed Contract by such other party and, Person and if requested by BuyerPurchaser, acting as an agent on behalf of Buyer Purchaser or as Buyer Purchaser shall otherwise reasonably require, in each case at Purchaser's cost.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the contribution or assignment hereunder by the Sellers to Non-Real Estate Buyer of any Assumed Contributed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contributed Contract, this Agreement shall not be deemed to constitute an a contribution or assignment of any such Assumed Contributed Contract if such consent is not given or if such contribution or assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contributed Contract, and Non-Real Estate Buyer shall assume no obligations or liabilities under any such Assumed Contributed Contract. The Sellers shall advise Non-Real Estate Buyer in writing on at least two (2) business days prior to the date hereof Closing with respect to any Assumed Contributed Contract which the Sellers know or have has substantial reason to believe will or may not be assigned subject to contribution or assignment to Non-Real Estate Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, contribution, assignment and delivery of the Assumed Contracts Contributed Contracts, the Contributed Assets and the Purchased Assets Real Property to Buyer Buyers (as applicable) hereunder, if any such consent relating to an Assumed Contract is not obtained or if such contribution or assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers shall cooperate with Buyer Buyers following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer Buyers with the full rights and benefits (subject to the obligations) under any such Assumed ContractContributed Contract as of the Closing Date, including enforcement for the benefit of Buyer Buyers of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contributed Contract by such other party and, if requested by BuyerBuyers, acting as an agent on behalf of Buyer Buyers or as Buyer Buyers shall otherwise reasonably requirerequire (including subcontracting).

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall will not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall Seller will advise Buyer in writing on at least five Business Days prior to the date hereof Closing with respect to any Assumed Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Sellers’ Seller’s obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunderhereunder as required by this Agreement, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall will occur, the Sellers shall Seller will cooperate with Buyer at Seller’s expense following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall will otherwise reasonably require, and Buyer will pay and perform all Assumed Liabilities in respect of any such Assumed Contract to the extent arising subsequent to Closing.