Common use of Assignability and Consents Clause in Contracts

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchaser.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the saleconveyance, assignment, transfer, conveyance transfer or delivery or attempted saleconveyance, assignment, transfer, conveyance transfer or delivery to Purchaser Newco of any Purchased Assets Transferred Asset is (i) is prohibited by any Applicable Law or (ii) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party to convey, assign, transfer or Governmental Authority (a “Consent”) deliver such Transferred Asset and such Consents shall authorizations, approvals, consents or waivers have not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Date (each, a breach thereof“Non-Assignable Asset”), then in either case, the ATA Closing will shall proceed without (subject to the saleParties’ rights under ARTICLE V), but the ATA Closing shall not constitute the conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the salea conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased AssetNon-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. In After the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the ATA Closing, the Parties shall continue to use their commercially reasonable efforts, diligent efforts and cooperate with each other, without additional consideration, to obtain any such authorization, approval, consent or waiver as promptly such Consents; providedas practicable, however, it being understood that Purchaser (i) neither the Company nor any of its Affiliates shall not be required to pay money to any consideration third party (unless Newco agrees to reimburse the Company for such amounts), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such Consent. Pending receipt authorization, approval consent or waiver of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable third party and lawful arrangements designed (ii) to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent the foregoing shall require any action that Purchaser is provided would, or would continue to negatively affect the benefits pursuant to this Section 2.9 Company following the ATA Closing, such action shall require the consent of any Assumed Contractthe Company. Once authorization, Purchaser shall (x) perform approval or waiver of or consent for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the saleconveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Non-Assignable Asset not soldconveyed, assigned, transferred, conveyed transferred or delivered at the ATA Closing is obtained or givenobtained, Seller the Company shall promptly convey, assign, transfer, convey transfer and deliver such Purchased Non-Assignable Asset to Purchaser Newco at no additional cost to PurchaserNewco but subject to the foregoing sentence. Notwithstanding anything to the contrary contained in this Agreement, Newco shall not assume any Liabilities with respect to a Non-Assignable Asset until it has been conveyed, assigned, transferred and delivered to Newco except to the extent related to any rights and/or benefits obtained by Newco pursuant to such Non-Assignable Asset.

Assignability and Consents. Notwithstanding anything to the contrary contained (a) Nothing in this Agreement, but subject Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of assign any Purchased Assets (i) Asset, including any Contract, Seller Permit, certificate, approval, authorization or other right, that by its terms or by Law is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations non-assignable without the consent of a Third Party third party (including any Governmental Entity) or Governmental Authority is cancelable by a third party in the event of an assignment (a “ConsentNon-Assignable Asset”) ), unless and until consent from such Consents third party shall not have been obtained prior obtained. With respect to all Non-Assignable Assets, including those set forth on Section 1.6(a) of the Seller Disclosure Letter, Seller shall use its commercially reasonable efforts to cooperate with Buyer at its request for up to six (6) months following the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then Date in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, endeavoring to obtain promptly such Consentsconsents; provided, however, that Purchaser such efforts shall not be required require Seller or any of its Affiliates to pay incur any consideration expenses or Liabilities, provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such Consentconsent and any failure to obtain any consent by Seller for any reason in and of itself shall not constitute a breach of this Agreement. Pending receipt Subject to the foregoing, Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Assumed Liabilities under any and all Assumed Contracts, or to obtain in writing the unconditional release of such ConsentsSeller and its Affiliates, the Parties shall cooperate with each other so that, in any mutually agreeablesuch case, reasonable Buyer shall be solely responsible for Assumed Liabilities thereunder in accordance with the terms and lawful arrangements designed to provide to Purchaser the benefits conditions of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closingthis Agreement. To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, in the event that Purchaser is provided consents to the benefits pursuant to this Section 2.9 assignment thereof cannot be obtained, such Non-Assignable Assets shall be held, as of any Assumed Contractand from the Closing Date, Purchaser shall by Seller (xor the applicable Affiliate of Seller) perform for the benefit and detriment of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the ClosingBuyer, and the covenants and obligations thereunder shall be performed by Buyer at its expense and in Seller’s name, and all benefits and obligations existing thereunder shall be for Buyer’s account (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, and Seller shall promptly assignpay over to Buyer all money received by it under such Non-Assignable Assets in respect of periods after the Closing Date); provided, transferthat Seller may, convey after providing prior written notice to Buyer with reasonable detail, withhold any performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until Buyer shall have provided Seller with all funds and deliver other resources necessary for such Purchased Asset performance. As of and from the Closing Date, Seller authorizes Buyer, to Purchaser the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at no additional cost Buyer’s expense, to Purchaserperform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets. Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Buyer’s performance of, or failure to perform, obligations under the Non-Assignable Assets to the extent included in the Assumed Liabilities.

Assignability and Consents. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the saleto assign, sublicense or sublease any Institutional Asset if an attempted assignment, transfersublicense or sublease thereof, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the saleconsent of another party thereto or any Governmental Entity or Educational Agency, assignment, transfer, conveyance or delivery would constitute a breach of any such Purchased AssetInstitutional Asset or in any way violate any applicable Law, or in any way affect the rights of Buyer thereunder. The Seller Parties shall use commercially reasonable efforts, and the Buyer Parties shall cooperate in all reasonable respects with the Seller Parties, to obtain all Consents and waivers necessary to convey the Institutional Assets (including the Transferred Contracts) to Buyer on the Closing Date. If such Consents or waivers are not obtained, or if an attempted assignment, sublicense or sublease would be ineffective, then following except in the Closing, case of Governmental Consents or Educational Consents: (a) the Seller Parties shall use their commercially reasonable efforts to provide Buyer the benefit (and Buyer will bear the burden) of any such Institutional Asset and to enforce, at the request of Buyer and for the account of Buyer and at the Seller Parties’ sole expense, any rights of Seller arising from any such Institutional Asset, and (b) shall cooperate in any commercially reasonable and lawful arrangement designed to provide such benefits to Buyer. The Seller Parties shall use commercially reasonable efforts, and the Buyer Parties shall cooperate in all reasonable respects with each otherthe Seller Parties, to obtain promptly such Consents; provided, however, that Purchaser shall not be required prior to pay the Closing from each landlord under a Lease: (i) an acknowledgment of Buyer’s right to any consideration to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after related Security Deposit upon the Closing, and (yii) shall satisfy any related Liabilities an estoppel certificate executed by the applicable landlord and, with respect to any Lease that is also subject to a sublease to a third-party tenant, an estoppel certificate executed by such Assumed Contract thattenant, but for in each case in form and substance reasonably acceptable to the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to PurchaserBuyer Parties.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but Agreement and subject to Section 7.2the Parties’ rights under Article VI, if the saleconveyance, assignment, transfer, conveyance transfer or delivery or attempted saleconveyance, assignment, transfer, conveyance transfer or delivery to Purchaser of any Purchased Assets Transferred Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third party to convey, assign, transfer or Governmental Authority (a “Consent”) deliver such Transferred Asset and such Consents shall authorizations, approvals, consents or waivers have not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Date (each, a breach thereof“Non-Assignable Asset”), then in either case, the Closing will shall not proceed without the saleexpress consent of Purchaser that any such Non-Assignable Asset may be transferred by Seller after the Closing. If, in the event of such consent from Purchaser, the Closing proceeds, the Closing shall not constitute the conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the salea conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased AssetNon-Assignable Asset Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 promulgated under the Securities Act of 1933, as amended; [*] denotes omissions. In the event that the Closing proceeds without the saleunless and until such authorization, assignmentapproval, transfer, conveyance consent or delivery of any such Purchased Asset, then following waiver is obtained. After the Closing, the Parties shall continue to use their commercially best reasonable efforts, efforts and cooperate with each other, without the payment of additional consideration by Purchaser or Seller to obtain promptly effect the assignment of such Consents; providedNon-Assignable Asset, however, that Purchaser shall not be required to pay any consideration to obtain any such Consent. Pending receipt of authorization, approval, consent or waiver as promptly as practicable, and it is understood that Seller shall reimburse Purchaser for any reasonable out-of-pocket expenses incurred in connection with such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed efforts to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent Seller and Purchaser agree that Purchaser any such expenditure is provided reasonably necessary to effect the benefits pursuant to this Section 2.9 transfer of any Assumed ContractNon-Assignable Asset. Once authorization, Purchaser shall (x) perform approval or waiver of or consent for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the saleconveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Non-Assignable Asset not soldconveyed, assigned, transferred, conveyed transferred or delivered at the Closing is obtained or givenobtained, Seller shall promptly convey, assign, transfer, convey transfer and deliver such Purchased Asset to Purchaser all of Seller’s right, title and interest in and to such Non-Assignable Asset at no additional cost to Purchaser. In addition, for so long as a Transferred Contract remains a Non-Assignable Asset, Seller agrees to cooperate with Purchaser, as reasonably requested in writing by Purchaser, to extend and make available to Purchaser any rights and/or benefits available under such contract, provided that Purchaser pays all amounts and fulfills all obligations arising from or associated with such Non-Assignable Assets, other than to the extent such amounts or obligations would constitute a Retained Liability if such Non-Assignable Asset were conveyed, assigned, transferred or delivered on the Closing Date and other than such amounts and obligations that arise as a consequence of the fact that such Non-Assignable Asset could not be transferred at the Closing. Without limiting the foregoing, (a) upon the written request of Purchaser, Seller agrees to exercise rights (for example, elections or options) on Purchaser’s behalf under such contract, at Purchaser’s expense, provided that all Liabilities resulting from the exercise of such rights shall be Liabilities solely of Purchaser, and Seller shall not exercise any of its rights under such contract unless requested or approved in writing by Purchaser, (b) Seller shall keep Purchaser informed as to Seller’s written communications from the other party to such contract, including notifying Purchaser in the event Seller is notified with respect to matters that require Seller’s consent (or which trigger an option or an election by Seller) under such contract, or regarding matters that affect Seller’s or Purchaser’s rights thereunder, (c) to the extent that Purchaser obtains the agreement of the other party to such contract to modify, amend or otherwise alter or waive any performance, obligation or provision of such contract, Seller agrees to take such actions and execute such documents as Purchaser may reasonably request in writing to effect the same, at Purchaser’s expense, provided that all Liabilities resulting from such modification, amendment, alteration or waiver shall be Liabilities solely of Purchaser and (d) in the event that Purchaser obtains an agreement from the other party to such contract to transfer the rights under such contract directly to Purchaser, Seller shall transfer such rights to Purchaser in a writing reasonably acceptable to Purchaser.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, Agreement but subject to Section 7.28.15, if the sale, assignment, transfer, conveyance or delivery assignment or attempted sale, assignment, transfer, conveyance or delivery assignment to Purchaser Buyer of any Purchased Assets Asset is (i) is prohibited by any Applicable applicable Law or (ii) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party or Governmental Authority (a “Consent”) third Person and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute (each, a breach thereof“Non-Assignable Asset”), then in either case, the Closing will proceed without shall proceed, but the sale, assignment, transfer, conveyance or delivery Closing shall not constitute the assignment of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery assignment of such Purchased AssetNon-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following After the Closing, the Parties Sellers shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration efforts to obtain any such Consent. Pending receipt of such Consentsauthorizations, approvals, consents or waivers related to the Parties Non-Assignable Assets, and Buyer shall cooperate with each other Sellers in any mutually agreeable, arrangement commercially reasonable and lawful arrangements designed to Sellers to provide to Purchaser that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of and all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the obligations associated with use of such Purchased Asset foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that it would have obtained or been subject are conditions to had consummating the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits transactions under this Agreement pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to PurchaserArticle IX below.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consents, waivers, approvals or approvals, authorizations of or notices to a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents consents, waivers, approvals, authorizations or notices shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.03 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article 10 have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; providedconsents, howeverwaivers, that Purchaser shall not be required to pay any consideration to obtain any such Consentapprovals, authorizations or notices. Pending receipt of such Consentsconsents, waivers, approvals, authorizations or notices, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.03 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, thereunder and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent consent, waiver, approval, authorization or notice for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, if the attempted or actual conveyance, assignment or transfer to Sellers (or their designee) of any Excluded Assets is non-assignable or non-transferrable, by its terms, without the consent of a third party (each, a “Non-Assignable Excluded Asset”), then Sellers and Buyer shall each use their reasonable best efforts to obtain the authorization, approval, consent or waiver of such other party to the assignment of any such Non-Assignable Excluded Asset. Notwithstanding the foregoing, in no event shall the failure to obtain a consent with respect to a Non-Assignable Excluded Asset delay or otherwise impede the Closing, but subject to Section 7.2, if the Closing shall not constitute the sale, assignment, transfer, conveyance or delivery or attempted saleconveyance, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance transfer or delivery of any such Purchased Assets Non-Assignable Excluded Asset, and this Agreement shall not constitute an agreement for the salea conveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Non-Assignable Excluded Asset unless and until such authorization, approval, consent or waiver is obtained. The parties shall enter into a commercially reasonable arrangement to provide that Sellers shall receive the interest of the Company in the benefits and obligations under such Non-Assignable Excluded Asset, and Sellers shall be liable to the Company in a fashion equivalent to what Sellers’ Liabilities would be under the Non-Assignable Excluded Asset if it were assigned, until such time as such third party authorization, approval, consent or waiver shall have been obtained, and such arrangement shall include performance by the Company as an agent of Sellers to the extent commercially reasonable. Provided that Sellers are liable for all Liabilities related to a Non-Assignable Excluded Asset that Sellers would otherwise be liable for under this Agreement if such Non-Assignable Excluded Asset constituted an Excluded Asset, Buyer shall, and shall cause the Company to, promptly pay over to Sellers (or their designee) the net amount (after expenses and Taxes) of all payments received by it in respect of such Non-Assignable Excluded Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance Company acts as Sellers’ agent or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be is otherwise required to pay any consideration act to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed fulfill obligations related to provide to Purchaser the benefits of and the obligations associated with use of such Purchased a Non-Assignable Excluded Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract1.4(a), Purchaser Sellers shall (x) perform for assist and fully cooperate with Buyer and the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to Company in fulfilling such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchaserobligations.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, conveyance, assignment, transfer, conveyance transfer or delivery or attempted sale, conveyance, assignment, transfer, conveyance transfer or delivery to Purchaser the Acquirors of any Purchased Assets Asset is (i) is prohibited by any Applicable applicable Law or (ii) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party or Governmental Authority (a “Consent”) third Person and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Date (each, a breach thereof"Non-Assignable Asset"), then in either case, the Closing will proceed without shall proceed, but the Closing shall not constitute the sale, conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased Asset. In the event that the Closing proceeds without the saleNon-Assignable Asset unless and until such authorization, assignmentapproval, transfer, conveyance consent or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consentswaiver is obtained; provided, however, that Purchaser if any one or more of the Purchased Assets set forth on Schedule 2.04(a) of the Elan Disclosure Schedule shall constitute Non-Assignable Assets, the Acquirors shall have the right not be required to pay any consideration consummate the Closing. After the Closing, the Elan Companies shall continue to use commercially reasonable efforts to obtain any such Elan Third Party Consent. Pending receipt of such Consents, and the Parties Acquirors shall cooperate with each other the Elan Companies in any mutually agreeable, commercially reasonable arrangement and lawful arrangements designed at the Elan Companies' expense to provide to Purchaser that the benefits Acquirors shall receive the interest of the Elan Companies in the benefits, including economic benefits, under such Non-Assignable Asset until such time as such Elan Third Party Consent shall have been obtained, and the obligations associated Elan Companies shall cooperate with use of the Acquirors in any such Purchased commercially reasonable arrangement, including performance by the Elan Companies as agent if commercially reasonable to the Elan Companies, and, in such case, the Acquirors shall be liable to the Elan Companies in a fashion equivalent to what the Acquirors' Liabilities would be under the Non-Assignable Asset if it were assigned; provided, however, that it would have obtained or been subject the Acquirors shall only be so liable to had the asset been conveyed Elan Companies to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed ContractAcquirors correspondingly receive such benefits, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunderincluding economic benefits, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to under such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchasercommercially reasonable arrangements.

Assignability and Consents. Notwithstanding anything to the contrary contained Nothing in this Agreement, but subject Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of assign any Purchased Assets (i) Asset, including any Contract, Permit, certificate, approval, authorization or other right, that by its terms or by Law is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations non-assignable without the consent of a Third Party (including any Authority) or Governmental Authority is cancelable by a Third Party in the event of an assignment (a “ConsentNon-Assignable Asset”) ), unless and until consent from such Consents Third Party shall not have been obtained prior obtained. With respect to all Non-Assignable Assets, including those set forth on Schedule 1.5 of the Seller Disclosure Schedules, Seller and Parent shall use commercially reasonable efforts to cooperate with Buyer at its request for up to six (6) months following the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then Date in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, endeavoring to obtain promptly such Consentsconsents; provided, however, that Purchaser such efforts shall not be required require Seller, Parent or any of their Affiliates to pay incur any consideration expenses or Liabilities, provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such Consent. Pending receipt consent and any failure to obtain any consent by Seller for any reason in and of such Consents, the Parties itself shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits not constitute a breach of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closingthis Agreement. To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, in the event that Purchaser is provided consents to the benefits pursuant to this Section 2.9 assignment thereof cannot be obtained, such Non-Assignable Assets shall be held, as of any Assumed Contractand from the Closing Date, Purchaser shall by Seller (xor the applicable Affiliate of Seller) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the ClosingBuyer, and the covenants and obligations thereunder shall be performed by Buyer at Buyer’s expense and in Seller’s name, and all benefits and obligations existing thereunder shall be for Buyer’s account (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, and Seller shall promptly assignpay over to Buyer all money received by it under such Non-Assignable Assets in respect of periods after the Closing Date); provided, transferthat Seller may, convey after providing prior written notice to Buyer with reasonable detail, withhold any performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until Buyer shall have provided Seller with all funds and deliver other resources necessary for such Purchased Asset performance. As of and from the Closing Date, Seller authorizes Buyer, to Purchaser the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at no additional cost Buyer’s expense, to Purchaserperform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets. Buyer agrees to indemnify and hold Seller and its Representatives, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Buyer’s performance of, or failure to perform, obligations under the Non-Assignable Assets to the extent such Liability would have been an Assumed Liability if the assignment of the Non-Assigned Assets to Buyer had occurred on the Closing Date.

Assignability and Consents. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for to assign any order, contract, agreement, lease, commitment, license, franchise, authorization or concession, to the saleextent that an attempted assignment thereof, assignmentwithout the consent of another party thereto or of a Governmental Entity would constitute a breach of any such order, transfercontract, conveyance agreement, lease, commitment, license, franchise, authorization or delivery concession. MIC shall use its reasonable efforts, and Intek shall cooperate in all reasonable respects with MIC, to obtain consent to any such assignment or a novation of such Purchased Assetcontract substituting Intek or MUSA for MIC. For any item for which such consent or novation is not obtained, MIC shall, for a period commencing on the Effective Date and ending upon expiration of the current term of such nonassignable item (without giving effect to any extension thereof, whether automatic or otherwise) or, if no expiration date is stated therein, thirteen months after the Effective Date, provide to Intek the benefit of any such nonassignable item, and MIC shall pay to Intek all monies or other property received by MIC under any such nonassignable item within five (5) business days of MIC's receipt thereof, provided that Intek makes all payments required to be made by MIC pursuant to the terms of such nonassignable items and that Intek performs or obtains performance of all obligations required of MIC under such nonassignable items, in advance of or at such time as such payment or performance is required. At the end of period described in the immediately preceding sentence, MIC shall have no further duties or obligations hereunder with respect to such nonassignable items and the failure to obtain any necessary consent or waiver with respect thereto shall not be a breach of any provision of this Agreement. In the event that the Closing proceeds without the saleIntek or MUSA performs its obligations under a nonassignable item, assignmentIntek's may bring such action on behalf of MIC and in MIC's name as shall be reasonably necessary to enforce MIC's or Intek's rights under such nonassignable item; PROVIDED, transferHOWEVER, conveyance or delivery that Intek shall bear all costs and expenses of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate kind whatsoever incurred by MIC in connection with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable actions and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract PROVIDED FURTHER that, but for notwithstanding anything to the lack of a Consent to assign contrary contained herein, Intek shall indemnify and hold MIC harmless from and against any and all Damages incurred by MIC directly or indirectly in connection with such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchaseractions.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser no Party shall not be required to pay any consideration to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchaser.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser APDN Sub of any asset to be included in the Purchased Assets is (ia) is prohibited by any Applicable Law applicable law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Buyers shall have the option of either (i) proceeding with the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and in such instance this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided, however, the Purchase Price shall be reduced by a number of shares of APDN common stock equal in value to the fair market value of such asset as reasonably determined by the Buyers (the "Purchase Price Adjustment Amount"), or (ii) terminating this Agreement by notice to the Sellers; nothing in this Section 2.6 shall be deemed to waive the rights of Buyers not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Sections 9.1 and 9.2 have not been satisfied. In the event that the Buyers elects to proceed with the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable best efforts, and cooperate with each other, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser that, except as provided for in Section 8.3, neither the Buyers nor the Sellers shall not be required to pay any consideration to obtain any such Consentauthorization, approval, consent or waiver. Pending receipt of such Consentsauthorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the Buyers the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilitiesasset. Once Consent authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller the Company Sub shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser at no additional cost the APDN Sub and the APDN Sub shall deliver to Purchaserthe Company Shareholders a number of shares of APDN common stock equal in value to the Purchase Price Adjustment Amount.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consents, waivers, approvals or approvals, authorizations of or notices to a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents consents, waivers, approvals, authorizations or notices shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.3 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article 10 have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; providedconsents, howeverwaivers, that Purchaser shall not be required to pay any consideration to obtain any such Consentapprovals, authorizations or notices. Pending receipt of such Consentsconsents, waivers, approvals, authorizations or notices, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed ContractOnce consent, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller waiver, approval, authorization or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent notice for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2ARTICLE I, if the sale, conveyance, assignment, transfer, conveyance or delivery or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer to Purchaser Buyer of any Contract (other than the Amended Ground Lease and any other Contract listed in Section 4.2(m) of the Seller Disclosure Letter) that is part of the Purchased Assets (i) is prohibited is, by any Applicable Law or (ii) would require any consentsits terms, waivers, approvals or authorizations nonassignable without the consent of a Third Party or Governmental Authority third party (a “Consent”other than an Affiliate of Seller, in which case Seller covenants and agrees to cause such Affiliate to render such consent) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Date (each, a breach thereof“Non-Assignable Asset”), then in either casecase (provided that such authorization, approval, consent or waiver is not a Required Consent), the Closing will proceed without shall proceed, but the Closing shall not constitute the sale, conveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, conveyance, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance transfer or delivery of any such Purchased AssetNon-Assignable Asset unless and until such authorization, then following the Closingapproval, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consentsconsent or waiver is obtained; provided, however, that Purchaser nothing in this Section 1.6 shall not relieve the parties of their obligations under Section 7.8 hereof and notwithstanding anything in this Agreement, receipt of the Required Consents shall be required a condition to pay any consideration Buyer’s obligation to effect the Closing. After the Closing, Seller and Buyer shall use commercially reasonable efforts to obtain any such Consent. Pending receipt of such Consentsauthorizations, approvals, consents or waivers related to the Parties Non-Assignable Assets, and Buyer and Seller shall cooperate with each other in any mutually agreeable, arrangement commercially reasonable and lawful arrangements designed to provide to Purchaser that Buyer shall receive the interest of Seller in the benefits under any such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and each of Buyer and the obligations associated Seller shall cooperate with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of party in any such Purchased Asset not soldcommercially reasonable arrangement, assigned, transferred, conveyed or delivered at the Closing is obtained or given, including performance by Seller as agent if commercially reasonable to Seller. Seller shall promptly assign, transfer, convey and deliver such Purchased Asset pay over to Purchaser at no additional cost to PurchaserBuyer the amount of all payments received by it in respect of all of its Non-Assignable Assets.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable best efforts, and cooperate with each other, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser that, except as provided for in Section 8.09, Seller shall not be required to pay any consideration to obtain in any such Consentauthorization, approval, consent or waiver. Pending receipt of such Consentsauthorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.02 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, thereunder and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to Purchaser.Buyer. 11 -11-

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) asset that would be an Acquired Asset would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of a Third Party waivers from any Governmental or Governmental Regulatory Authority or other Person (a “Consent”other than any authorization, approval, consent or waiver pursuant to the HSR Act, to which this Section 2.6 shall not apply) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, such case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided, that the foregoing shall in no way relieve such Party of its obligation to acquire such authorization, approval, consent or waiver, and nothing in this Section 2.6 shall be deemed to waive (i) the rights of Sellers or Buyer not to consummate the transactions contemplated by this Agreement if the conditions to Sellers’ or Buyer’s obligations set forth in Section 7.2 or Section 7.3, respectively, have not been satisfied, including for the failure to deliver the Acquired Assets that become the subject of this Section 2.6, and/or (ii) a Party’s right to pursue any remedies available to such Party with respect to such failure to acquire such authorization, approval, consent or waiver. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser neither Sellers nor Buyer shall not be required to pay any consideration to obtain any such Consentauthorization, approval, consent or waiver. Pending receipt of such Consentsauthorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Sellers the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.6 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, Sellers thereunder and (y) shall satisfy any related Liabilities liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller Sellers shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. Notwithstanding anything Anything in this Agreement to the contrary contained in this Agreementnotwithstanding, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the saleto assign, sublicense or sublease any Institutional Asset if an attempted assignment, transfersublicense or sublease thereof, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the saleconsent of another party thereto or any Governmental Entity or Educational Agency, assignment, transfer, conveyance or delivery would constitute a breach of any such Purchased AssetInstitutional Asset or in any way violate any applicable Law, then following or in any way affect the Closing, the Parties rights of NewU thereunder. Contributor shall use their commercially reasonable efforts, and the Purdue Parties shall cooperate in all reasonable respects with each otherContributor, to obtain promptly all Consents and waivers necessary to convey the Institutional Assets (including the Transferred Contracts and Transferred Leases) to NewU at the earliest practicable date. If such Consents; providedConsents or waivers are not obtained, howeveror if an attempted assignment, that Purchaser sublicense or sublease would be ineffective, then except in the case of Consents or waivers required by any Governmental Entity or Educational Agency: (i) Contributor shall not be required use its commercially reasonable efforts to pay any consideration to obtain provide NewU the benefit (and NewU will bear the burden) of any such Consent. Pending receipt Institutional Asset and to enforce, at the request of NewU and for the account of NewU, any rights of Contributor arising from any such ConsentsInstitutional Asset, and (ii) shall cooperate in any commercially reasonable and lawful arrangement designed to provide such benefits to NewU. Contributor shall use commercially reasonable efforts, and the Purdue Parties shall cooperate in all reasonable respects with Contributor, to obtain from each other in landlord under a Transferred Lease: (y) an acknowledgment of NewU’s right to any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closingrelated Security Deposit, and (yz) shall satisfy any related Liabilities an estoppel certificate executed by the applicable landlord and, with respect to any Transferred Lease that is also subject to a sublease to a third-party tenant, an estoppel certificate executed by such Assumed Contract thattenant, but for in each case in form and substance reasonably acceptable to the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to PurchaserPurdue Parties.

Assignability and Consents. Notwithstanding anything to the contrary contained (a) Nothing in this Agreement, but subject Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of assign any Purchased Assets (i) Asset, including any Contract, Seller Permit, certificate, approval, authorization or other right, which by its terms or by Law is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations non-assignable without the consent of a Third Party third party (including any Governmental Entity) or Governmental Authority is cancelable by a third party in the event of an assignment (a “ConsentNon-Assignable Asset”) unless and until consent from such Consents third party shall not have been obtained prior obtained. With respect to Material Assumed Contracts, Seller shall use its commercially reasonable efforts to cooperate with Buyer at its request for up to nine (9) months following the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then Date in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, endeavoring to obtain promptly such Consentsconsents; provided, however, that Purchaser such efforts shall not be required require Seller or any of its Affiliates to pay incur any consideration expenses or Liabilities (other than incidental legal fees), provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such Consentconsent. Pending receipt Subject to the foregoing, Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Assumed Contracts or other Liabilities that constitute Assumed Liabilities, or to obtain in writing the unconditional release of such ConsentsSeller and its Affiliates, the Parties shall cooperate with each other so that, in any mutually agreeablesuch case, reasonable Buyer shall be solely responsible for such Liabilities; provided, however, that such efforts shall not require Buyer or any of its Affiliates to incur any expenses or Liabilities (other than Assumed Liabilities and lawful arrangements designed incidental legal fees), accept changes to the material terms of any Material Assumed Contracts or provide any financial accommodation to Purchaser obtain any such consent (in each case, unless Buyer consents thereto, such consent not to be unreasonably withheld, conditioned or delayed, provided, that for the benefits avoidance of and doubt, it shall not be deemed unreasonable for Buyer to withhold, condition or delay its consent to changes to the obligations associated with use material terms of such Purchased Asset that it would have obtained a Material Assumed Contract or been subject provide financial accommodation in order to had the asset been conveyed to Purchaser at the Closingobtain consent). To the extent that Purchaser is provided permitted by applicable Law and the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit terms of the other parties thereto Non-Assignable Assets, in the obligations event that consents to the assignment thereof cannot be obtained, such Non-Assignable Assets shall be held, as of and from the Closing Date, by Seller (or any the applicable Affiliate of Seller thereunder, which arise after Seller) in trust for Buyer and the Closing, covenants and obligations thereunder shall be performed by Buyer at its expense and in Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s account (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, and Seller shall promptly assignpay over to Buyer all money received by it under such Non-Assignable Assets in respect of periods after the Closing Date); provided, transferthat Seller may, convey after providing prior written notice to Buyer with reasonable detail, withhold any performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until Buyer shall have provided Seller with all funds and deliver other resources necessary for such Purchased Asset performance. As of and from the Closing Date, Seller authorizes Buyer, to Purchaser the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at no additional cost Buyer’s expense, to Purchaserperform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets. Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Damages based upon, arising out of or relating to Buyer’s performance of, or failure to perform obligations under the Non-Assignable Assets.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, conveyance, assignment, transfer, conveyance transfer or delivery or attempted sale, conveyance, assignment, transfer, conveyance transfer or delivery to Purchaser the Acquiror of any Purchased Assets Asset is (i) is prohibited by any Applicable applicable Law or (ii) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations waivers from a Person other than Seller or any Affiliate of a Third Party or Governmental Authority (a “Consent”) Seller and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Transfer Date (each, a breach thereof"NON-ASSIGNABLE ASSET"), then in either case, the Closing will transactions contemplated on the Transfer Date shall proceed without (subject to the parties rights under ARTICLE X), but the Transfer Date shall --------- not constitute the sale, conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased AssetNon-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. In After the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the ClosingTransfer Date, the Parties Seller shall continue to use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration efforts to obtain any such Seller Third Party Consent. Pending receipt of such Consents, and the Parties Seller shall cooperate with each other the Acquiror in any mutually agreeablesuch commercially reasonable arrangement, including performance by the Seller as agent if commercially reasonable and lawful arrangements designed to provide the Seller, and, in such case, the Acquiror shall be liable to Purchaser the benefits of and Seller in a fashion equivalent to what the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Acquiror's Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilitiesunder the Non-Assignable Asset if it were assigned. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, The Seller shall promptly assign, transfer, convey pay over to the Acquiror the net amount (after expenses and deliver such Purchased Asset to Purchaser at no additional cost to Purchasertaxes) of all payments received by it in respect of all Non-Assignable Assets.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, conveyance, assignment, transfer, conveyance or delivery or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer to Purchaser Buyer of any Contract (other than the Ground Lease) that is part of the Purchased Assets (i) is prohibited is, by any Applicable Law or (ii) would require any consentsits terms, waivers, approvals or authorizations nonassignable without the consent of a Third Party or Governmental Authority third party (a “Consent”other than an Affiliate of Seller, in which case Seller covenants and agrees to cause such Affiliate to render such consent) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Date (each, a breach thereof“Non-Assignable Asset”), then in either case, the Closing will proceed without shall proceed, but the Closing shall not constitute the sale, conveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, conveyance, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance transfer or delivery of any such Purchased AssetNon-Assignable Asset unless and until such authorization, then following approval, consent or waiver is obtained. After the Closing, the Parties Seller and Buyer shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration efforts to obtain any such Consent. Pending receipt of such Consentsauthorizations, approvals, consents or waivers related to the Parties Non-Assignable Assets, and Buyer and Seller shall cooperate with each other in any mutually agreeable, arrangement commercially reasonable and lawful arrangements designed to provide to Purchaser that Buyer shall receive the interest of the Seller in the benefits under any such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and each of Buyer and the obligations associated Seller shall cooperate with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto party in any such commercially reasonable arrangement, including performance by Seller as agent if commercially reasonable to the obligations Seller, and, in such case, Buyer shall be liable to Seller in a fashion equivalent to what Buyer’s Liabilities would be under any such Non-Assignable Asset as if it were assigned. Seller shall promptly pay over to Buyer the amount of all payments received by it in respect of all of its Non-Assignable Assets. In complying with the foregoing, Seller shall not be required, in any manner, to waive, relinquish or forego any Affiliate of right or claim available to Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent Non-Assignable Asset in order to assign provide such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance transfer or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchaserbenefit.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consents, waivers, approvals or approvals, authorizations of or notices to a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents consents, waivers, approvals, authorizations or notices shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset, or assumption of such contract, and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset or assumption of such contract. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset or assumption of such contract, then for six (6) months following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate in good faith with each other, to obtain promptly such Consentsconsents, waivers, approvals, authorizations or notices; provided, however, that Purchaser in no event shall not be required Seller or its Affiliates have any obligation to offer or pay any consideration consideration, commence any litigation or grant any third party any accommodation (financial or otherwise) in order to obtain any such Consentconsents, waivers, approvals, authorizations or notices. Pending receipt of such Consentsconsents, waivers, approvals, authorizations or notices, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements arrangement, and as permitted under the applicable Contract, designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.2 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, thereunder and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent consent, waiver, approval, authorization or notice for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not have been obtained prior Agreement to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofcontrary, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such to assign any Purchased Asset. In , and neither Seller nor any of the event that the Closing proceeds without the sale, assignment, transfer, conveyance Assigning Affiliates shall be obligated or delivery of any entitled to assign such Purchased Asset, then following if the Closingattempted assignment or assumption of the same, without Seller or the Parties shall use their commercially reasonable effortsAssigning Affiliate, and cooperate as applicable, first having obtained the consent, approval, authorization or waiver of a third party, would constitute a breach or default under any Project Contract, would violate any Law or would in any way adversely affect the rights, or increase the obligations, of any Party to this Agreement with respect to such Purchased Asset (each other, to obtain promptly such Consentsa "Nonassignable style='mso-bookmark:_Ref55309525'> Asset"); provided, however, that Seller or the Assigning Affiliate, as applicable, shall use Commercially Reasonable Efforts to obtain all such consents, approvals, authorizations and waivers at the earliest practicable date and in any event prior to the Closing Date and, if Seller or the Assigning Affiliate, as applicable, shall not have obtained any such consent, approval, authorization or waiver prior to the Closing, Seller or the Assigning Affiliate, as applicable, shall continue to use Commercially Reasonable Efforts to obtain as promptly as practicable after the Closing any such consent, approval, authorization or waiver not obtained prior to the Closing. Purchaser shall not be required to pay any consideration cooperate as reasonably requested by Seller or the Assigning Affiliate, as applicable, in connection with Seller's or the Assigning Affiliate's efforts, as applicable, to obtain any such Consentconsent, approval, authorization or waiver. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchaser.EXECUTION VERSION

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser a Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.03 shall be deemed to waive the rights of such Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable efforts, efforts and cooperate with each other, other to obtain promptly such Consents; providedauthorizations, howeverapprovals, that Purchaser shall not be required to pay any consideration to obtain any such Consentconsents or waivers. Pending receipt of such Consentsauthorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the applicable Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser such Buyer at the Closing. To the extent that Purchaser a Buyer is provided the benefits pursuant to this Section 2.9 2.03 of any Assumed Contract, Purchaser such Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, thereunder and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities to Purchasersuch Buyer, would be Assumed Liabilities. Once Consent authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser the applicable Buyer at no additional cost to Purchaserthe applicable Buyer.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any licenses, Contracts, approvals or authorizations included in the Purchased Assets (i) is prohibited by any Applicable applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset asset that it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.05 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, thereunder and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser the Acquiror of any Purchased Assets Contract, Plant Contracts, Supply Contracts, the Plant Personal Property and the Governmental Permits is (i) is prohibited by any Applicable applicable Law or (ii) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the applicable Closing Date (each a "Non-Assignable Asset"), and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without shall proceed, but the Closing shall not constitute the sale, assignment, transfer, conveyance or delivery of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, assignment, transfer, conveyance or delivery of such Contract unless and until such authorization, approval, consent or waiver is obtained; provided that if any of the Purchased AssetAssets set forth on Schedule 2.02 shall constitute Non-Assignable Assets, the Acquiror shall have the right not to consummate the Closing, but shall have no such right with regard to any other Non-Assignable Assets. In the event that the Closing proceeds occurs without the sale, assignment, transfer, conveyance or delivery of any such Purchased Non-Assignable Asset, then following the Closing, the Parties Elan Companies shall continue to use their commercially reasonable effortsefforts to obtain any Elan Third Party Consent or novation after the Closing Date, and the Acquiror shall cooperate with each otherthe Elan Companies in any economically feasible arrangement to the Elan Companies to provide that the Acquiror shall receive the interest of the Elan Companies in the benefits under such Non-Assignable Asset until such time as such Elan Third Party Consent or novation shall have been obtained, and the Elan Companies shall cooperate with the Acquiror in any such economically feasible arrangement, including performance by the Elan Companies as agent if economically feasible to obtain promptly such Consentsthe Elan Companies, and that the Acquiror shall be liable to the Elan Companies in a fashion economically equivalent to what the Acquiror's Liabilities would be under the Non-Assignable Asset if it were assigned; provided, however, that Purchaser the Acquiror shall not only be required so liable to pay any consideration the Elan Companies to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the it correspondingly receives benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to under such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchasereconomically feasible arrangement.

Assignability and Consents. 1.6.1 Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Seller Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a third Person (including any Governmental Entity) or is cancelable by a third Person in the event of an assignment (a “Non-Assignable Asset”) unless and until consent from such third Person shall have been obtained. With respect to Material Assumed Contracts, Seller shall use its commercially reasonable efforts to cooperate with Buyer at its request for up to nine months following the Closing Date in endeavoring to obtain such consents, in which case (i) Seller shall be responsible for paying any and all consent or transfer fees, including fees to third Persons to obtain consents, up to an aggregate amount of $500,000 and (ii) Buyer shall be responsible for paying any and all consent or transfer fees, including fees to third Persons to obtain consents, in excess of $500,000; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities in excess of $500,000 in the aggregate (other than incidental legal fees of Seller’s counsel), provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Subject to the foregoing, Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Assumed Contracts or other Liabilities that constitute Assumed Liabilities, or to obtain in writing the unconditional release of Seller and its Affiliates, so that, in any such case, Buyer shall be solely responsible for such Liabilities; provided, however, that such efforts shall not require Buyer or any of its Affiliates to accept changes to the material terms of any Material Assumed Contracts or provide any financial accommodation to obtain any such consent (in each case, unless Buyer consents thereto, such consent not to be unreasonably withheld, conditioned or delayed, provided, that for the avoidance of doubt, it shall not be deemed unreasonable for Buyer to withhold, condition or delay its consent to changes to the material terms of a Material Assumed Contract or provide any financial accommodation in order to obtain consent). To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, in the event that consents to the assignment thereof cannot be obtained, such Non-Assignable Assets shall be held, as of and from the Closing Date, by Seller (or the applicable Affiliate of Seller) in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer at its expense and in Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s account (and Seller shall promptly pay over to Buyer all money received by it under such Non-Assignable Assets in respect of periods after the Closing Date); provided, that Seller may, after providing prior written notice to Buyer with reasonable detail, withhold any performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until Buyer shall have provided Seller with requisite funds and other resources necessary for such performance. As of and from the Closing Date, Seller 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 under the Non-Assignable Assets with respect to the Property. Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Damages based upon, arising out of or relating to Buyer’s performance of, or failure to perform, obligations under the Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2during the Transition Period set forth in the Transition Services Agreement, if the sale, assignment, transfer, conveyance Buyer may designate one or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchasermore Excluded Contracts as Non-Assignable Assets.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the saleconveyance, assignment, transfer, conveyance transfer or delivery or attempted saleconveyance, assignment, transfer, conveyance transfer or delivery to Purchaser the Company of any Purchased Assets Transferred Asset is (ia) is prohibited by any Applicable Law applicable law, or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party or Governmental Authority (a “Consent”) third party and such Consents shall authorizations, approvals, consents or waivers have not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Date (each, a breach thereof“Non-Assignable Asset”), then in either case, the Closing will proceed without shall proceed, but the saleClosing shall not constitute the conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the salea conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased AssetNon-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. In After the event that Closing, each of TDCC and DGTI, as the Closing proceeds without case may be, shall continue to use commercially reasonable efforts to obtain any such authorization, approval, consent or waiver as promptly as practicable for the saleNon-Assignable Assets as set forth on Schedule 4.4.(a), except with respect to those Non-Assignable Assets the Parties have agreed would not be included in the Transferred Assets as set forth on Schedule 4.4(b). Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased AssetNon-Assignable Asset is obtained, then following each of TDCC and DGTI, as the case may be, shall convey, assign, transfer and deliver such Non-Assignable Asset to the Company at no additional cost to the Company. Notwithstanding anything to the contrary contained in this Agreement, each of TDCC, DGTI and the Company, agree to cooperate to effect as close as possible, the rights, benefits and obligations of any Business Contract that is a Non-Assignable Asset as if it were assigned at Closing, the Parties shall use their commercially reasonable effortsincluding, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration to obtain any such Consent. Pending receipt of such Consentswithout limitation, the Parties shall cooperate with each enforcement, for the benefit of the Company, of any and all rights of TDCC or DGTI, as the case may be, against such other in any mutually agreeableparty thereto arising out of the contract, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of or cancellation thereof, by such Purchased Asset that it would have obtained other party or been subject to had the asset been conveyed to Purchaser at the Closingotherwise. To the extent that Purchaser is provided such Business Contract has to be modified, amended or terminated in order to facilitate the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit assignment or transfer of the other parties thereto Business to the obligations Company, each of Seller or any Affiliate of Seller thereunderTDCC, which arise after DGTI and the ClosingCompany, agree to take such actions and (y) shall satisfy any related Liabilities with respect execute such documents as may reasonably be requested in writing to such Assumed Contract that, but for effect the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchasersame.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the a sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable effortsReasonable Best Efforts, and cooperate with each otherother in good faith, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser Seller shall not be required to pay any consideration to obtain any such Consentauthorization, approval, consent or waiver. Pending receipt of such Consentsauthorization, approval, consent or waiver, the Parties shall cooperate with each other in good faith in any mutually agreeable, reasonable and lawful arrangements designed to that will provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchaser.been

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the a sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In Subject to Section 8.02, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties parties shall use their commercially reasonable best efforts, and cooperate with each other, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser Seller shall not be required to pay any consideration to obtain any such Consentauthorization, approval, consent or waiver. Pending receipt of Subject to Section 8.02, pending such Consentsauthorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.02 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, including any payments to be made thereunder; and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent If authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, Agreement but subject to Section 7.28.15 hereof, if the sale, conveyance, assignment, transfer, conveyance or delivery or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer to Purchaser Buyer of any Purchased Contract (other than the Lease Documents, which for the purposes of this Section 1.4 shall not include the Caesars Seller One Lease) that is part of the Total Assets (i) is prohibited is, by any Applicable Law or (ii) would require any consentsits terms, waivers, approvals or authorizations nonassignable without the consent of a Third Party or Governmental Authority third party (a “Consent”other than an Affiliate of any Seller, in which case the applicable Seller covenants and agrees to cause such Affiliate to render such consent) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Date (each, a breach thereof“Non-Assignable Asset”), then in either case, the Closing will proceed without shall proceed, but the Closing shall not constitute the sale, conveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, conveyance, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance transfer or delivery of any such Purchased AssetNon-Assignable Asset unless and until such authorization, then following approval, consent or waiver is obtained. After the Closing, the Parties applicable Seller and Buyer shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration efforts to obtain any such Consent. Pending receipt of authorizations, approvals, consents or waivers related to the Non-Assignable Assets relating to the Property being sold by such ConsentsSeller, and Buyer and the Parties applicable Seller shall cooperate with each other in any mutually agreeable, arrangement commercially reasonable and lawful arrangements designed to provide to Purchaser that Buyer shall receive the interest of the applicable Seller in the benefits under any such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and each of the Buyer and the obligations associated applicable Seller shall cooperate with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto party in any such commercially reasonable arrangement, including performance by the obligations of applicable Seller or any Affiliate of as agent if commercially reasonable to the applicable Seller, and, in such case, Buyer shall be liable to the applicable Seller thereunder, which arise after the Closing, and (y) shall satisfy any related in a fashion equivalent to what Buyer’s Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of under any such Purchased Non-Assignable Asset not sold, as if it were assigned, transferred, conveyed or delivered at the Closing is obtained or given, . Each applicable Seller shall promptly assignpay over to Buyer the net amount (after out-of-pocket expenses) of all payments received by it in respect of all of its Non-Assignable Assets. Notwithstanding the foregoing, transferthis Section 1.4 shall not apply to any authorizations, convey and deliver such Purchased Asset approvals, consents or waivers that are conditions to Purchaser at no additional cost consummating the transactions under this Agreement pursuant to PurchaserArticle IX hereof.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.28.13 hereof, if the sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer to Purchaser CC Buyer of any Purchased Assets (i) Contract that is prohibited part of the CCR Assets, the Downtown Interest or the Reno Interest is, by any Applicable Law or (ii) would require any consentsits terms, waivers, approvals or authorizations nonassignable without the consent of a Third Party or Governmental Authority third party (each, a “ConsentNon-Assignable Asset”), then CCI shall use commercially reasonable efforts to obtain (and CC Buyer shall reasonably cooperate with CCI in connection with its efforts to so obtain) the authorization, approval, consent or waiver of such other party to the assignment of any such Non-Assignable Asset; provided, that in no event shall CCI or its Affiliates have any obligation to pay any amounts (other than to the extent agreed to and reimbursed by CC Buyer in full therefor) to any such Consents third party or suffer any material burden with respect to the assignment or transfer of such Non-Assignable Asset to CC Buyer in connection with CCI’s obligations under this Section 1.4(a). Notwithstanding the foregoing, in no event shall the failure to obtain a consent with respect to a Non-Assignable Asset delay or otherwise impede the Closing, but the Closing shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, conveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, conveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing Date, CCI and CC Buyer shall continue to use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and CC Buyer shall cooperate with CCI in any arrangement commercially reasonable to CCI to provide that CC Buyer shall receive the interest of CCI in the benefits under such Non-Assignable Asset until such time as such third party authorization, approval, consent or waiver shall have been obtained, and CCI shall cooperate with CC Buyer in any such commercially reasonable arrangement, including performance by CCI if commercially reasonable to CCI, and, in such case, CC Buyer shall be liable to CCI in a fashion equivalent to what CC Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Provided that CC Buyer is liable for all Liabilities related to a Non-Assignable Asset that CC Buyer would otherwise be liable for under this Agreement if such Non-Assignable Asset constituted a CCR Asset, CCI shall promptly pay over to CC Buyer the net amount (after expenses and Taxes) of all payments received by it in respect of such Non-Assignable Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be CCI is required to pay any consideration act to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed fulfill obligations related to provide to Purchaser the benefits of and the obligations associated with use of such Purchased a Non-Assignable Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 1.4(a), CC Buyer shall use commercially reasonable efforts to assist and cooperate with CCI in fulfilling such obligations. Notwithstanding anything set forth in this Section 1.4(a), (i) to the extent the authorization, approval, consent or waiver of Buyers or any Assumed Contractof their Affiliates is required to assign any such Non-Assignable Asset, Purchaser Buyers shall, and shall cause their Affiliates to, promptly provide such authorization, approval, consent or waiver, (xii) perform for in the benefit event that as of the Closing CCI has not obtained a consent or waiver from the landlord under the Uccelli Lease to CCI’s assignment to CC Buyer of the Uccelli Lease, CCI and CC Buyer shall cooperate in good faith with each other parties thereto and use commercially reasonable efforts to negotiate a sublease agreement whereby CCI subleases to CC Buyer the obligations entire premises under the Uccelli Lease, subject to the terms and provisions of Seller or any Affiliate of Seller thereunder, which arise after the ClosingUccelli Lease, and (yiii) shall satisfy Sellers’ failure to obtain any related Liabilities with respect authorization, approval, consent or waiver of such other party to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery assignment of any such Purchased Non-Assignable Asset shall not soldconstitute a Seller Material Adverse Effect or a breach of any representation, assignedwarranty, transferredcondition, conveyed covenant or delivered at agreement contained in this Agreement, and obtaining any such authorization, approval, consent or waiver shall not constitute a condition to Buyers’ obligations to consummate the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to PurchaserClosing.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset, unless such failure to transfer such asset would have a Material Adverse Effect, as determined by Buyer in its reasonable discretion, and this Agreement shall not constitute an agreement for the a sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset. In Subject to Section 8.2, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties parties shall use their commercially reasonable best efforts, and cooperate with each other, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser Seller and Buyer shall not be required to pay any consideration to obtain any such Consentauthorization, approval, consent or waiver. Pending receipt of Subject to Section 8.2, pending such Consentsauthorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed ContractIf authorization, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller approval, consent or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. Notwithstanding anything the provisions of Section 2.01, so long as all Required Consents have been obtained and all other conditions to the contrary contained Closing specified in this Agreement, but subject to Section 7.2Article IX and Article X have been satisfied or waived, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets (i) is prohibited by any Applicable Law or (ii) Asset would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations waivers (other than the Required Consents) from a third Person (other than any Seller or any Affiliate of a Third Party or Governmental Authority (a “Consent”Seller) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the a sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, Closing the Parties shall use their commercially reasonable effortsReasonable Efforts, and cooperate with each otherother in good faith, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser no party shall not be required to pay any consideration to obtain any such Consentauthorization, approval, consent or waiver. Pending receipt of such Consentsauthorization, approval, consent or waiver, the Parties shall cooperate with each other in good faith in any mutually agreeable, reasonable and lawful arrangements designed to that will provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Sellers the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.02 of any Assumed Contract, Purchaser to the extent contractually and legally permitted to do so, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller Sellers thereunder, which arise after including any payments to be made thereunder, or reimburse the ClosingSellers for their reasonable out of pockets expenses in performing or making any payments thereunder, and (y) shall satisfy any related obligations and Liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent If authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller Sellers shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser the Acquiror of any Purchased Assets Contract, Plant Contracts, Supply Contracts, the Plant Personal Property and the Governmental Permits is (i) is prohibited by any Applicable applicable Law or (ii) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the applicable Closing Date (each a "Non-Assignable Asset"), and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without shall proceed, but the Closing shall not constitute the sale, assignment, transfer, conveyance or delivery of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, assignment, transfer, conveyance or delivery of such Contract unless and until such authorization, approval, consent or waiver is obtained; provided that if any of the Purchased AssetAssets set forth on Schedule 2.02 shall constitute Non-Assignable Assets, the Acquiror shall have the right not to consummate the Closing, but shall have no such right with regard to any other Non-Assignable Assets. In the event that the Closing proceeds occurs without the sale, assignment, transfer, conveyance or delivery of any such Purchased Non-Assignable Asset, then following the Closing, the Parties Elan Companies shall continue to use their commercially reasonable effortsefforts to obtain any Elan Third Party Consent or novation after the Closing Date, and the Acquiror shall cooperate with each otherthe Elan Companies in any economically feasible arrangement to the Elan Companies to provide that the Acquiror shall receive the interest of the Elan Companies in the benefits under such Non-Assignable Asset until such time as such Elan Third Party Consent or novation shall have been obtained, and the Elan Companies shall cooperate with the Acquiror in any such economically feasible arrangement, including performance by the Elan Companies as agent if eco- nomically feasible to obtain promptly such Consentsthe Elan Companies, and that the Acquiror shall be liable to the Elan Companies in a fashion economically equivalent to what the Acquiror's Liabilities would be under the Non-Assignable Asset if it were assigned; provided, however, that Purchaser the Acquiror shall not only be required so liable to pay any consideration the Elan Companies to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the it correspondingly receives benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to under such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchasereconomically feasible arrangement.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.23.2(e) and Section 7.6, if the sale, assignmentconveyance, assignment or transfer, conveyance or delivery or attempted sale, assignmentconveyance, assignment or transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) Asset, including any Assumed Contract, Permit or other right that is prohibited part of the Purchased Assets, is by any its terms or by Applicable Law or (ii) would require any consents, waivers, approvals or authorizations non-assignable without the Consent of a Third Party or third party (including any Governmental Authority (a “Consent”Authority) and such Consents Consent shall not have been obtained prior to the Closing Date (each such Purchased Asset, a “Non-Assignable Asset”), and an attempted assignment thereof without provided that the failure or inability to transfer such Consent would constitute Non-Assignable Asset to Purchaser does not have a breach thereof, then in either caseMaterial Adverse Effect, the Closing will shall proceed (without any adjustment to the Purchase Price), but the Closing shall not constitute the sale, conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, conveyance, assignment, transfer, conveyance transfer or delivery of such Purchased Non-Assignable Asset unless and until such Consent is obtained. After the Closing Date, Seller and Purchaser shall each use commercially reasonable efforts to obtain any such Consents related to the Non-Assignable Assets (provided that Seller shall not be required to remain secondarily or contingently liable for any Assumed Liabilities, or make or cause to be made any payment to any third party in connection with such efforts), and Purchaser shall cooperate with Seller in any arrangement commercially reasonable to the Parties to provide that Purchaser shall receive the interest of Seller in the benefits under each such Non-Assignable Asset until such time as such third party Consent (including any Governmental Consent) shall have been obtained, and Seller shall cooperate with Purchaser in any such commercially reasonable arrangement, including performance by Seller, as Purchaser’s agent, if commercially reasonable to Seller, and, in such case, Purchaser shall be liable to Seller in a fashion equivalent to what Purchaser’s Liabilities would be under the Non-Assignable Asset if it were assigned (other than with respect to any Liabilities arising from the negligence or intentional misconduct of Seller). Provided that Purchaser is liable for all applicable Liabilities related to a Non-Assignable Asset, Seller shall promptly pay over to Purchaser the net amount (after out-of-pocket expenses and Taxes) of all payments received by Seller in respect of such Non-Assignable Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance Seller acts as Purchaser’s agent or delivery of any such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be is otherwise required to pay any consideration act to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed fulfill obligations related to provide to Purchaser the benefits of and the obligations associated with use of such Purchased a Non-Assignable Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract2.2(d), Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of use commercially reasonable efforts to assist and fully cooperate with Seller or any Affiliate of Seller thereunder, which arise after the Closing, and (y) shall satisfy any related Liabilities with respect to in fulfilling such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilitiesobligations. Once Consent for the sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer of any such Purchased Non-Assignable Asset not soldis obtained, such Non-Assignable Asset shall be conveyed, assigned, transferredtransferred and delivered to Purchaser without any further action by the Parties, conveyed except that Seller shall execute any xxxx of sale or delivered at similar document as required to complete the Closing is obtained or giventransfer of such Non-Assignable Asset. Other than as specifically set forth otherwise in this Agreement, Purchaser shall assume all Liabilities in respect of any Non-Assignable Asset and Purchaser shall also be liable to Seller for performing its obligations under the arrangements described in this Section 2.2(d). Purchaser agrees that, so long as Seller has complied with its obligations under Sections 6.3 and 7.6, and subject to the provisions of this Section 2.2 and Section 3.2(e), Seller shall promptly assign, transfer, convey and deliver such Purchased Asset not have any liability whatsoever to Purchaser at arising out of or relating to the failure to obtain any Consents related to the Non-Assignable Assets that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the breach, violation, acceleration, cancellation or termination of, or default under, any Contract or Permit as a result thereof. Notwithstanding anything to the contrary contained herein, but subject to this Section 2.2 and Sections 3.1(a), 3.2(d)(ii) and 3.2(e), Purchaser further agrees that, so long as Seller has complied with its obligations under Sections 6.3 and 7.6, no additional cost representation, warranty, covenant or agreement of Seller contained herein shall be breached or deemed breached, and no condition of Purchaser shall be deemed not to Purchaserbe satisfied, as a result, directly or indirectly, of the failure to obtain any Consent related to the Non-Assignable Assets.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party third Person or Governmental or Regulatory Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable best efforts, and cooperate with each other, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser Seller shall not be required to pay any consideration to obtain any such Consentauthorization, approval, consent or waiver. Pending receipt of such Consentsauthorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.02 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, thereunder and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, Agreement but subject to Section 7.28.15 hereof, if the sale, conveyance, assignment, transfer, conveyance or delivery or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer to Purchaser Buyer of any Purchased Contract (other than the Lease Documents, which for the purposes of this Section 1.4 shall not include the Caesars Seller One Lease) that is part of the Total Assets (i) is prohibited is, by any Applicable Law or (ii) would require any consentsits terms, waivers, approvals or authorizations nonassignable without the consent of a Third Party or Governmental Authority third party (a “Consent”other than an Affiliate of any Seller, in which case the applicable Seller covenants and agrees to cause such Affiliate to render such consent) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute Date (each, a breach thereof"Non-Assignable Asset"), then in either case, the Closing will proceed without shall proceed, but the Closing shall not constitute the sale, conveyance, assignment, transfer, conveyance transfer or delivery of any such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement for the a sale, conveyance, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance transfer or delivery of any such Purchased AssetNon-Assignable Asset unless and until such authorization, then following approval, consent or waiver is obtained. After the Closing, the Parties applicable Seller and Buyer shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration efforts to obtain any such Consent. Pending receipt of authorizations, approvals, consents or waivers related to the Non-Assignable Assets relating to the Property being sold by such ConsentsSeller, and Buyer and the Parties applicable Seller shall cooperate with each other in any mutually agreeable, arrangement commercially reasonable and lawful arrangements designed to provide to Purchaser that Buyer shall receive the interest of the applicable Seller in the benefits under any such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and each of the Buyer and the obligations associated applicable Seller shall cooperate with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto party in any such commercially reasonable arrangement, including performance by the obligations of applicable Seller or any Affiliate of as agent if commercially reasonable to the applicable Seller, and, in such case, Buyer shall be liable to the applicable Seller thereunder, which arise after the Closing, and (y) shall satisfy any related in a fashion equivalent to what Buyer's Liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of under any such Purchased Non-Assignable Asset not sold, as if it were assigned, transferred, conveyed or delivered at the Closing is obtained or given, . Each applicable Seller shall promptly assignpay over to Buyer the net amount (after out-of-pocket expenses) of all payments received by it in respect of all of its Non-Assignable Assets. Notwithstanding the foregoing, transferthis Section 1.4 shall not apply to any authorizations, convey and deliver such Purchased Asset approvals, consents or waivers that are conditions to Purchaser at no additional cost consummating the transactions under this Agreement pursuant to PurchaserArticle IX hereof.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable applicable Law or (iib) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers from a Third Party or Governmental or Regulatory Authority (a “Consent”) and such Consents authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the a sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In Subject to Section 8.02, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties shall use their commercially reasonable best efforts, and cooperate with each other, to obtain promptly such Consentsauthorizations, approvals, consents or waivers; provided, however, that Purchaser Sellers shall not be required to pay any consideration to obtain any such Consentauthorization, approval, consent or waiver. Pending receipt of Subject to Section 8.02, pending such Consentsauthorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.02 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller Sellers or any Affiliate of any Seller thereunder, which arise after the Closing, including any payments to be made thereunder; and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of a Consent an authorization, approval, consent or waiver to assign such obligations or Liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent If authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any asset that would be a Purchased Assets Asset is (ia) is prohibited by any Applicable Law applicable law or (iib) would require any consents, waivers, approvals or authorizations of Consents from a Third Party third Person or Governmental and Regulatory Authority (a “Consent”) and such Consents shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereofClosing, then in either case, case the Closing will shall proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Assetasset; provided that nothing in this Section 2.7 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article VIII have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Purchased Assetasset, then following the Closing, the Parties parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that Purchaser shall not be required to pay any consideration to obtain any . Pending such Consent. Pending receipt of such Consents, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of and the obligations associated with use of such Purchased Asset that asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained or been subject to had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.9 2.7 of any Assumed Contract, Purchaser Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, thereunder and (y) shall satisfy any related Liabilities liabilities with respect to such Assumed Contract that, but for the lack of a Consent to assign such obligations or Liabilities liabilities to PurchaserBuyer, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or givenobtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset asset to Purchaser Buyer at no additional cost to PurchaserBuyer and Buyer shall assume the obligations incurred by Buyer from and after the date such asset is assigned, transferred, conveyed and delivered to Buyer.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery assignment or attempted sale, assignment, transfer, conveyance or delivery assignment to Purchaser Coast SPE of any Purchased Barbary Coast Acquired Assets or the subsequent assignment of the Coast SPE Ownership Interests to Xxxxxx'x is (i) is prohibited by any Applicable applicable Law (other than a Law that operates to prevent the transfer of the Coast SPE Ownership Interest to Xxxxxx'x) or (ii) would require any consentsauthorizations, waiversapprovals, approvals consents or authorizations of waivers ("Approval") from a Third Party or Governmental Authority (a “Consent”) third Person and such Consents Approval shall not have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute (each, a breach thereof"Non-Assignable Asset"), then in either case, the Closing will proceed without shall proceed, but the sale, assignment, transfer, conveyance or delivery Closing shall not constitute the assignment of such Purchased Assets Non-Assignable Asset, and this Agreement shall not constitute an agreement assignment of such Non-Assignable Asset unless and until such Approval is obtained. During the Contract Period, Coast shall use its commercially reasonable efforts to obtain any Approval related to the Non-Assignable Assets. After the Closing, Coast shall continue to use its commercially reasonable efforts to obtain any Approval that has not been obtained related to the Non-Assignable Assets, and Xxxxxx'x shall cooperate with Coast in any commercially reasonable arrangement to provide Coast SPE or its successor with the benefits under such Non-Assignable Asset until such time as such Approval shall have been obtained, and Coast shall cooperate with Xxxxxx'x and Coast SPE or its successor in any such commercially reasonable arrangement, and, in such case, Coast SPE or its successor shall be liable to Coast in a fashion equivalent to what Coast SPE's or its successor's Liabilities would be under the Non-Assignable Asset if it were assigned. Coast shall promptly pay over to Coast SPE or its successor the net amount (after expenses and taxes) of all payments received by it after the Closing in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 2.3(a) shall not apply to any Approvals that are conditions to consummating the Transaction pursuant to Article IV below. Once Approval for the sale, assignmentconveyance, transfer, conveyance assignment or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery transfer of any such Purchased AssetNon-Assignable Asset is obtained, then following the Closing, the Parties Coast shall use their commercially reasonable effortsassign and deliver such Non-Assignable Asset to Coast SPE or its successor at no additional cost to Xxxxxx'x or Coast SPE or its successor, and cooperate with each othersuch Non-Assignable Asset shall thereafter constitute a Barbary Coast Acquired Asset. Notwithstanding anything to the contrary contained in this Agreement, Coast SPE or its successor shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to obtain promptly such ConsentsCoast SPE or its successor; provided, however, that Purchaser Coast SPE or its successor shall not be required liable to pay any consideration Coast for performing its obligations under the commercially reasonable arrangements described in Section 2.3(a). Except for delivery of the Assumed Contracts to Coast SPE by Coast, and as set forth in Section 2.3(a) and (b), Xxxxxx'x understands and agrees that it is solely Xxxxxx'x responsibility to obtain any such Consent. Pending receipt of such Consentsand all operating agreements necessary to conduct business from and after the Closing Date, the Parties shall cooperate with each other in any mutually agreeableincluding, reasonable and lawful arrangements designed to provide to Purchaser the benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contractwithout limitation, Purchaser shall (x) perform replacement software license agreements for the benefit of software which will replace the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing, Excluded Software. Xxxxxx'x shall also be responsible for obtaining new licenses and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but permits for the lack operation of a Consent to assign such obligations Barbary Coast. Except as otherwise expressly provided in this Agreement, no licenses or Liabilities to Purchaser, would permits will be Assumed Liabilities. Once Consent for transferred by Coast in connection with the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no additional cost to Purchasertransactions contemplated herein.