Common use of Assignability and Consents Clause in Contracts

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, if the conveyance, assignment, transfer or delivery or attempted conveyance, assignment, transfer or delivery to Maverick of any Transferred Asset is (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the ATA Closing shall proceed, but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ATA Closing, the Parties shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration to the other Party, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, Harpoon shall convey, assign, transfer and deliver such Non-Assignable Asset to Maverick at no additional cost to Maverick but subject to the immediately preceding sentence.

Assignability and Consents. At the Closing and effective as of the Closing Date, MII Life shall, and shall cause its controlled Affiliates (aas applicable) to, and Aware shall, and shall cause its controlled Affiliates to, assign to Buyer all of MII Life’s and each applicable Affiliate’s rights under the Assumed Contracts. Notwithstanding anything the foregoing, no Assumed Contract shall be assigned, or deemed to be assigned, contrary to law or, in the event not permitted, or any applicable consent or approval is not obtained, pursuant to the contrary contained in this Agreement, if the conveyance, assignment, transfer or delivery or attempted conveyance, assignment, transfer or delivery to Maverick terms of such Assumed Contract (any Transferred Asset is (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (eachAssumed Contract, a “Non-Assignable AssetContract”). The performance obligations of MII Life or its applicable Affiliate under a Non-Assignable Contract shall, in either case, unless prohibited by law or by the ATA Closing shall proceed, but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery terms of such Non-Assignable AssetContract, and this Agreement shall not constitute a conveyance, assignment, transfer be deemed to be subleased or delivery of subcontracted to Buyer until such Non-Assignable Asset unless Contract has been assigned to Buyer. With respect to Non-Assignable Contracts, MII Life shall, and until such authorizationshall cause its controlled Affiliates (as applicable) to, approvaland Aware shall, consent or waiver is obtained. After the ATA Closingand shall cause its controlled Affiliates to, the Parties shall continue to use commercially reasonable efforts to obtain all necessary consents and cooperate with each otherapprovals and to deliver all required notices to effect assignment thereof to Buyer; provided, without additional consideration however, MII Life and its Affiliates (as applicable) shall (a) not be required to the other Party, pay any material fee or payment or make any concession to any third party in order to obtain any such authorization, approval, consent or waiver amendment, and Buyer acknowledges and agrees that, except as promptly as practicableset forth herein, it being understood that neither Harpoon nor the procurement of any such consent or amendment is not a condition to Buyer’s obligations to effect the Closing, (b) until any necessary consent or approval is obtained, provide Buyer in any arrangement acceptable to Buyer (including a transition services arrangement) the full benefits (including the exercise of rights) and burdens (other than any Excluded Liabilities) under any such Non-Assignable Contracts, including enforcement, at Buyer’s sole expense, for the benefit of Buyer of any and all rights of Sellers or any of its their controlled Affiliates shall be required to commence any litigation to obtain any authorization, approval consent (as applicable) against a third party arising out of the breach or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery cancellation of any such Non-Assignable Asset not conveyedContract or otherwise, assigned, transferred or delivered at (c) hold all monies paid thereunder in trust for the ATA Closing is obtained, Harpoon shall convey, assign, transfer account of Buyer and deliver (d) remit all such monies without set-off of any kind whatsoever (other than expenses incurred in performing under the Non-Assignable Asset Contracts) to Maverick at no additional cost to Maverick but subject to Buyer as promptly as possible. The obligations of the immediately preceding sentenceParties under this Section 1.11 shall survive the Closing.

Assignability and Consents. (a) Prior to Closing, Buyers and Sellers shall all cooperate and be responsible for obtaining any necessary consents to assign the Purchased Assets, including the Assumed Contracts, which for the purposes of this Section 1.6(a) shall be deemed to include the Traymore Contracts, from any Seller to any Buyer at the Closing, and all costs (including legal fees) related to such process shall be borne one half by the applicable Buyer and one half by the applicable Seller. Notwithstanding anything to the contrary contained in this Agreement, if the sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, assignment or transfer or delivery to Maverick Buyers of any Transferred Purchased Asset is is, by its terms, nonassignable without the consent of a third party (iother than an Affiliate of any Seller, in which case the applicable Seller covenants and agrees to cause such Affiliate to render such consent) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers shall not have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, subject to the ATA other provisions of this Section 1.6 and subject to Section 8.2(c) and the receipt of any consents, waivers, authorizations or approvals set forth on Section 8.2(c) of the Buyer Disclosure Letter, the Closing shall proceed, but the ATA Closing shall not constitute the sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset, and this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ATA Closing, the Parties applicable Seller and the applicable Buyer shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration to the other Party, to obtain any such authorizationauthorizations, approvalapprovals, consent consents or waiver as promptly as practicablewaivers related to the Non-Assignable Assets, it being understood and the applicable Buyer and the applicable Seller shall cooperate with each other in any arrangement commercially reasonable to provide that neither Harpoon nor any of its Affiliates the applicable Buyer shall be required to commence any litigation to obtain any authorization, approval consent or waiver receive the interest of such Third Party. Once authorization, approval or waiver of or consent for Seller in the conveyance, assignment, transfer or delivery of benefits under any such Non-Assignable Asset not conveyeduntil such time as such third party consent, assigned, transferred approval or delivered at the ATA Closing is waiver shall have been obtained, Harpoon and such Buyer and such Seller shall conveycooperate with the other party in any such commercially reasonable arrangement, assignincluding performance by the applicable Seller as agent if commercially reasonable to such Seller, transfer and deliver and, in such case, the applicable Buyer shall be liable to such Seller in a fashion equivalent to what such Buyer’s Liabilities would be under any such Non-Assignable Asset to Maverick at no additional cost to Maverick but subject as if it were assigned. The applicable Seller shall promptly pay over to the immediately preceding sentenceapplicable Buyer the net amount (after out-of-pocket expenses) of all payments received by it in respect of all of its Non-Assignable Assets. In complying with the foregoing, no Seller shall be required, in any manner, to waive, relinquish or forego any right or claim available to such Seller with respect to any such Non-Assignable Asset in order to provide such assignment, transfer or benefit. Each Buyer understands and agrees that the assignment of certain Contracts as contemplated hereunder may require the delivery by such Buyer of certain deposits to the third parties that are party to such Contracts and that each Buyer shall be responsible for the timely delivery of such deposits in accordance with requirements of such third parties.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement, if Agreement nor the conveyance, assignment, transfer consummation of the transactions contemplated hereby shall be construed as an attempt or delivery agreement to assign any Assumed Real Estate Lease or attempted conveyance, assignment, transfer any Assumed Obligation that by its terms or delivery to Maverick of any Transferred Asset by Law is (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from non-assignable without a Third Party to convey, assign, transfer Consent or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have is cancelable by any Person not been obtained prior to a party hereto in the Closing Date event of an assignment (each, a “Non-Assignable AssetObligation”), unless and until such Third Party Consent shall have been obtained. With respect to each Non-Assignable Obligation, Company shall, and shall cause its Affiliates to, use their commercially reasonable efforts to cooperate with Buyer at its request, both before and following the Closing Date in either caseendeavoring to obtain such Third Party Consents. To the extent permitted by applicable Law and the terms of any Non-Assignable Obligation, in the ATA Closing event that Third Party Consents cannot be obtained, Parent and/or Company shall proceed, but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery of cause such Non-Assignable AssetObligations to be held, as of and following the Closing Date, by Company for Buyer, and this Agreement the covenants and obligations thereunder shall not constitute a conveyancebe performed by Company at Buyer’s expense (subject to Section 6.1(d)), assignment, transfer and all benefits and obligations existing thereunder shall be for Buyer’s account (and Buyer shall promptly pay over to Parent or delivery Company any and all documented payments required to be paid by Parent or Company or their respective Affiliates in accordance solely with the terms and provisions of such any Non-Assignable Asset unless Obligations in respect of periods after the Closing Date). As of and until such authorizationfrom the Closing Date, approvalCompany shall, consent or waiver is obtained. After the ATA Closing, the Parties shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration to the other Party, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any extent permitted by applicable Law and the terms of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyedObligations, assignedat Buyer’s expense, transferred perform all the obligations under the applicable Assumed Real Estate Lease or delivered at the ATA Closing Assumed Contract which is obtained, Harpoon shall convey, assign, transfer and deliver such a Non-Assignable Asset to Maverick Obligation; provided, however, that Company shall, at no additional cost to Maverick but Buyer’s or Company’s election and subject to ARTICLE IX, terminate any applicable Assumed Real Estate Lease or Assumed Contract which is a Non-Assignable Obligation at the immediately preceding sentenceearliest practicable date to the extent that such Assumed Real Estate Lease or Assumed Contract which is a Non-Assignable Obligation may be terminated in accordance with its terms.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement, if Agreement nor the conveyance, assignment, transfer consummation of the transactions contemplated hereby shall be construed as an attempt or delivery agreement to assign any Acquired Asset that by its terms or attempted conveyance, assignment, transfer by Law is non-assignable without the consent of a third party (including any Governmental Body) or delivery to Maverick is cancelable by a third party in the event of any Transferred Asset is an assignment (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either caseunless and until consent from such third party shall have been obtained. With respect to all Non-Assignable Assets, the ATA Shareholders and Companies shall use their respective commercially reasonable efforts to cooperate with Buyer at its request following the Closing Date in endeavoring to obtain such consents. Subject to the foregoing, Buyer, Shareholders and the Companies shall proceeduse their respective commercially reasonable efforts to obtain, but or cause to be obtained, any consent, substitution, approval or amendment required under the ATA Closing shall Assumed Contracts. 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 constitute the conveyancebe obtained, assignment, transfer or delivery of such Non-Assignable AssetAssets shall be held, as of and from the Closing Date, by the Companies for the benefit and detriment of Buyer, and this Agreement the covenants and obligations thereunder shall not constitute a conveyancebe performed by Buyer at its expense and in the applicable Company’s name, assignment, transfer or delivery of and all benefits and obligations existing thereunder shall be for Buyer’s account (and the Companies shall promptly pay over to Buyer all money received by it under such Non-Assignable Asset unless Assets in respect of periods after the Closing Date). As of and until such authorization, approval, consent or waiver is obtained. After from the ATA ClosingClosing Date, the Parties shall continue to use commercially reasonable efforts and cooperate with each otherCompanies authorize Buyer, without additional consideration to the other Party, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any extent permitted by applicable Law and the terms of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyedAssets, assignedat Buyer’s expense, transferred or delivered at to perform all the ATA Closing is obtained, Harpoon shall convey, assign, transfer obligations and deliver such receive all the benefits of the Companies under the Non-Assignable Asset to Maverick at no additional cost to Maverick but subject to the immediately preceding sentenceAssets.

Assignability and Consents. At the Closing and effective as of the Closing Date, MII Life shall, and shall cause its controlled Affiliates (aas applicable) to, assign to Buyer all of MII Life’s and each applicable Affiliate’s rights under the Assumed Contracts. Notwithstanding anything the foregoing, no Assumed Contract shall be assigned, or deemed to be assigned, contrary to law or, in the event not permitted, or any applicable consent or approval is not obtained, pursuant to the contrary contained in this Agreement, if the conveyance, assignment, transfer or delivery or attempted conveyance, assignment, transfer or delivery to Maverick terms of such Assumed Contract (any Transferred Asset is (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (eachAssumed Contract, a “Non-Assignable AssetContract”). The performance obligations of MII Life or its applicable Affiliate under a Non-Assignable Contract shall, in either case, unless prohibited by law or by the ATA Closing shall proceed, but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery terms of such Non-Assignable AssetContract, and this Agreement shall not constitute a conveyance, assignment, transfer be deemed to be subleased or delivery of subcontracted to Buyer until such Non-Assignable Asset unless Contract has been assigned to Buyer. With respect to Non-Assignable Contracts, MII Life shall, and until such authorizationshall cause its controlled Affiliates (as applicable) to, approval, consent or waiver is obtained. After the ATA Closing, the Parties shall continue to use commercially reasonable efforts to obtain all necessary consents and cooperate with each otherapprovals and to deliver all required notices to effect assignment thereof to Buyer; provided, without additional consideration however, MII Life and its Affiliates (as applicable) shall (a) not be required to the other Party, pay any material fee or payment or make any concession to any third party in order to obtain any such authorization, approval, consent or waiver amendment, and Buyer acknowledges and agrees that the procurement of any such consent or amendment is not a condition to Buyer’s obligations to effect the Closing except as promptly as practicableexpressly contemplated by Section 1.4(a), it being understood that neither Harpoon nor (b) until any necessary consent or approval is obtained, provide Buyer in any arrangement acceptable to Buyer (including a transition services arrangement) the full benefits (including the exercise of rights) and burdens (other than any Excluded Liabilities) under any such Non-Assignable Contracts, including enforcement, at Buyer’s sole expense, for the benefit of Buyer of any and all rights of Seller or any of its controlled Affiliates shall be required to commence any litigation to obtain any authorization, approval consent (as applicable) against a third party arising out of the breach or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery cancellation of any such Non-Assignable Asset not conveyedContract or otherwise, assigned, transferred or delivered at (c) hold all monies paid thereunder in trust for the ATA Closing is obtained, Harpoon shall convey, assign, transfer account of Buyer and deliver (d) remit all such monies without set-off of any kind whatsoever (other than expenses incurred in performing under the Non-Assignable Asset Contracts) to Maverick at Buyer as promptly as possible. The obligations of the Parties under this Section 1.7 shall survive the Closing. Notwithstanding the foregoing, in no additional cost event shall the VEBA Contracts required to Maverick but subject be terminated following the Consent Solicitation End Date pursuant to the immediately preceding sentenceSection 4.2(d) be considered Non-Assignable Contracts.

Assignability and Consents. (a) Notwithstanding anything to the -------------------------- contrary contained in this Agreement, if the conveyance, assignment, transfer or delivery or attempted conveyance, assignment, transfer or delivery to Maverick of any Transferred Asset is (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the ATA Closing shall proceed, but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute a conveyancean agreement to assign any order, assignmentcontract, transfer agreement, lease, commitment, license, franchise, permit, authorization or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ATA Closingconcession (collectively, the Parties shall continue to use commercially reasonable efforts and cooperate with each other"Assigned Agreements") if an attempted assignment thereof, without additional consideration to the other Partyconsent of another party thereto or any governmental authority, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery would constitute a breach of any such Non-Assignable Asset not conveyedAssigned Agreement or in any way affect the rights of CNF or Vantage Sub thereunder. CNF and Vantage Sub shall use reasonable efforts to obtain all consents, assignednovations and waivers and to resolve all impracticalities of assignments, transferred novations or delivered transfers necessary to convey the Assigned Agreements to HDA at the ATA Closing is earliest practicable date. If such consents, novations or waivers are not obtained, Harpoon or if an attempted assignment would be ineffective, CNF and Vantage Sub shall conveyuse reasonable efforts to provide to HDA the benefits of any such Assigned Agreement, assignshall enforce, transfer at HDA's request and deliver for HDA's account, any rights of CNF or Vantage Sub under such Non-Assignable Asset Assigned Agreement (including the right to Maverick at no elect, renew, extend or terminate) and shall promptly pay to HDA when received all monies received by CNF or Vantage Sub under such Assigned Agreement. To the extent HDA is provided the benefit of any such Assigned Agreement, HDA shall perform or discharge, on behalf of CNF or Vantage Sub, CNF's or Vantage Sub's obligations and liabilities under each such Assigned Agreement in accordance with the provisions thereof. This Section shall not be construed to require HDA to assume any additional cost liability hereunder or to Maverick but subject perform under or assume any obligations with respect to the immediately preceding sentenceAssigned Agreements in excess of those currently required by such Assigned Agreements. CNF and Vantage Sub shall use reasonable efforts to ensure that all contracts entered into by CNF or Vantage Sub after the date hereof that relate to the Vantage Business or the Assets are assignable to HDA without the consent of the other party thereto.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement, if Agreement nor the conveyance, assignment, transfer consummation of the transactions contemplated hereby shall be construed as an attempt or delivery agreement to assign any Acquired Asset that by its terms or attempted conveyance, assignment, transfer by Law is non-assignable without the consent of a third party (including any Governmental Body) or delivery to Maverick is cancelable by a third party in the event of any Transferred Asset is an assignment (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either caseunless and until consent from such third party shall have been obtained. With respect to all Non-Assignable Assets, the ATA Members and the Company shall use their respective commercially reasonable efforts to cooperate with Buyer at its request following the Closing Date in endeavoring to obtain such consents. Subject to the foregoing, Buyer, Members and the Company shall proceeduse their respective commercially reasonable efforts to obtain, but or cause to be obtained, any consent, substitution, approval or amendment required under the ATA Closing shall Assumed Contracts. 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 constitute the conveyancebe obtained, assignment, transfer or delivery of such Non-Assignable AssetAssets shall be held, as of and from the Closing Date, by the Company for the benefit and detriment of Buyer, and this Agreement the covenants and obligations thereunder shall not constitute a conveyancebe performed by Buyer at its expense and in the applicable Company’s name, assignment, transfer or delivery of and all benefits and obligations existing thereunder shall be for Buyer’s account (and the Company shall promptly pay over to Buyer all money received by it under such Non-Assignable Asset unless Assets in respect of periods after the Closing Date). As of and until such authorization, approval, consent or waiver is obtained. After from the ATA ClosingClosing Date, the Parties shall continue to use commercially reasonable efforts and cooperate with each otherCompany authorizes Buyer, without additional consideration to the other Party, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any extent permitted by applicable Law and the terms of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyedAssets, assignedat Buyer’s expense, transferred or delivered at to perform all the ATA Closing is obtained, Harpoon shall convey, assign, transfer obligations and deliver such receive all the benefits of the Company under the Non-Assignable Asset to Maverick at no additional cost to Maverick but subject to the immediately preceding sentenceAssets.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, if the conveyance, assignment, transfer or delivery or attempted conveyance, assignment, transfer or delivery to Maverick Anza of any Transferred Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a Third Party third party to convey, assign, transfer or deliver such Transferred Asset, Asset and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the ATA Closing shall proceedproceed (subject to the Parties’ rights under Article VI), but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ATA Closing, the Parties shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration to the other Partyconsideration, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, Harpoon Cerus shall convey, assign, transfer and deliver such Non-Assignable Asset to Maverick Anza at no additional cost to Maverick but subject Anza. Notwithstanding anything to the immediately preceding sentencecontrary contained in this Agreement, Anza shall not assume any Liabilities with respect to a Non-Assignable Asset until it has been conveyed, assigned, transferred and delivered to Anza except to the extent related to any rights and/or benefits obtained by Anza pursuant to such Non-Assignable Asset. In addition, for so long as a Transferred Contract remains a Non-Assignable Asset, Cerus agrees to cooperate with Anza, as reasonably requested in writing by Anza, to extend and make available to Anza any rights and/or benefits available under such contract, provided that Anza 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. Without limiting the foregoing, (a) upon the written request of Anza, Cerus agrees to exercise rights (for example, elections or options) on Anza’s behalf under such contract, at Anza’s expense, provided that all Liabilities resulting from the exercise of such rights shall be Liabilities solely of Anza, and Cerus shall not exercise any of its rights under such contract unless requested or approved in writing by Anza, (b) Cerus shall keep Anza informed as to Cerus’ written communications from the other party to such contract, including notifying Anza in the event Cerus is notified with respect to matters that require Cerus’ consent (or which trigger an option or an election by Cerus) under such contract, or regarding matters that affect Cerus’ or Anza’s rights thereunder, (c) to the extent that Anza 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, Cerus agrees to take such actions and execute such documents as Anza may reasonably request in writing to effect the same, at Anza’s expense, provided that all Liabilities resulting from such modification, amendment, alteration or waiver shall be Liabilities solely of Anza, and (d) in the event that Anza obtains an agreement from the other party to such contract to transfer the rights under such contract directly to Anza, Cerus shall transfer such rights to Anza in a writing reasonably acceptable to Anza. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Assignability and Consents. (a) Notwithstanding anything to the -------------------------- contrary contained in this Agreement, if the conveyance, assignment, transfer or delivery or attempted conveyance, assignment, transfer or delivery to Maverick of any Transferred Asset is (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the ATA Closing shall proceed, but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute a conveyancean agreement to assign any order, assignmentcontract, transfer agreement, lease, commitment, license, franchise, permit, authorization or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ATA Closingconcession (collectively, the Parties shall continue to use commercially reasonable efforts and cooperate with each other"Assigned Agreements") if an attempted assignment thereof, without additional consideration to the other Partyconsent of another party thereto or any governmental authority, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery would constitute a breach of any such Non-Assignable Asset not conveyedAssigned Agreement or in any way affect the rights of the Companies thereunder. The Companies shall use their best efforts to obtain all consents, assignednovations and waivers and to resolve all impracticalities of assignments, transferred novations or delivered transfers necessary to convey the Assigned Agreements to ABS at the ATA Closing is earliest practicable date. If such consents, novations or waivers are not obtained, Harpoon or if an attempted assignment would be ineffective, the Existing Shareholders shall conveyuse their best efforts to provide to ABS the benefits of any such Assigned Agreement, assignshall enforce, transfer at ABS' request and deliver for ABS' account, any rights of Oakland or California under such Non-Assignable Asset Assigned Agreement (including the right to Maverick at no elect, renew, extend or terminate) and shall promptly pay to ABS when received all monies received by the Companies under such Assigned Agreement. To the extent ABS is provided the benefit of any such Assigned Agreement, ABS shall perform or discharge, on behalf of Oakland or Sacramento, as the case may be, Oakland's or Sacramento's obligations and liabilities under each such Assigned Agreement in accordance with the provisions thereof. This Section 8.2 shall not be construed to require ABS to assume any additional cost liability hereunder or to Maverick but subject perform under or assume any obligations with respect to the immediately preceding sentenceAssigned Agreements in excess of those currently required by such Assigned Agreements.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained 1.6.1 Nothing in this Agreement, if Agreement nor the conveyance, assignment, transfer consummation of the transactions contemplated hereby shall be construed as an attempt or delivery or attempted conveyance, assignment, transfer or delivery agreement to Maverick of assign any Transferred Asset is (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Purchased Asset, and such authorizationsincluding any Contract, approvalsSeller Permit, consents certificate, approval, authorization or waivers have not been obtained prior to other right, which by its terms or by Law is non-assignable without the Closing Date consent of a third Person (each, 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; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities (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 either writing the unconditional release of Seller and its Affiliates, so that, in any such case, the ATA Closing Buyer shall proceedbe solely responsible for such Liabilities; provided, but the ATA Closing however, that such efforts shall not constitute require Buyer or any of its Affiliates to accept any material changes to the conveyancematerial terms of any Material Assumed Contracts (in each case, assignmentunless Buyer consents thereto). To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, transfer or delivery of in the event that consents to the assignment thereof cannot be obtained, such Non-Assignable AssetAssets shall be held, as of and this Agreement from the Closing Date, by Seller (or the applicable Affiliate of Seller) in trust for Buyer and the covenants and obligations thereunder shall not constitute a conveyance, assignment, transfer or delivery of 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 Asset unless and until such authorizationAssets in respect of periods after the Closing Date); provided, approvalthat Seller may, consent or waiver is obtained. After the ATA Closingafter providing prior written notice to Buyer with reasonable detail, the Parties shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration to the other Party, to obtain withhold any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such performance under a Non-Assignable Asset not conveyedthat may otherwise be reasonably requested by Buyer until Buyer shall have provided Seller with all funds and other resources necessary for such performance. As of and from the Closing Date, assignedSeller authorizes Buyer, transferred or delivered at to the ATA Closing is obtained, Harpoon shall convey, assign, transfer extent permitted by applicable Law and deliver such the terms of the Non-Assignable Asset Assets, at Buyer’s expense, to Maverick at no additional cost to Maverick but subject perform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets with respect to the immediately preceding sentenceProperty. 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. Seller agrees to indemnify and hold Buyer 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 Seller’s unauthorized performance of, or failure to perform, its obligations under the Non-Assignable Assets.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement, if Agreement nor the conveyance, assignment, transfer consummation of the transactions contemplated hereby shall be construed as an attempt or delivery agreement to assign any Acquired Asset that by its terms or attempted conveyance, assignment, transfer by Law is non-assignable without the consent of a third party (including any Governmental Body) or delivery to Maverick is cancelable by a third party in the event of any Transferred Asset is an assignment (i) prohibited by any Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either caseunless and until consent from such third party shall have been obtained. With respect to all Non-Assignable Assets, the ATA Members and the Company shall use their respective commercially reasonable efforts to cooperate with Buyer at its request following the Closing Date in endeavoring to obtain such consents. Subject to the foregoing, Buyer, Members and the Company shall proceeduse their respective commercially reasonable efforts to obtain, but or cause to be obtained, any consent, substitution, approval or amendment required under the ATA Closing shall Assumed Contracts. 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 constitute the conveyancebe obtained, assignment, transfer or delivery of such Non-Assignable AssetAssets shall be held, as of and from the Closing Date, by the Company for the benefit and detriment of Buyer, and this Agreement the covenants and obligations thereunder shall not constitute a conveyancebe performed by Buyer at its expense and in the Company’s name, assignment, transfer or delivery of and all benefits and obligations existing thereunder shall be for Buyer’s account (and the Company shall promptly pay over to Buyer all money received by it under such Non-Assignable Asset unless Assets in respect of periods after the Closing Date). As of and until such authorization, approval, consent or waiver is obtained. After from the ATA ClosingClosing Date, the Parties shall continue to use commercially reasonable efforts and cooperate with each otherCompany authorizes Buyer, without additional consideration to the other Party, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that neither Harpoon nor any extent permitted by applicable Law and the terms of its Affiliates shall be required to commence any litigation to obtain any authorization, approval consent or waiver of such Third Party. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyedAssets, assignedat Buyer’s expense, transferred or delivered at to perform all the ATA Closing is obtained, Harpoon shall convey, assign, transfer obligations and deliver such receive all the benefits of the Company under the Non-Assignable Asset to Maverick at no additional cost to Maverick but subject to the immediately preceding sentenceAssets.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, if the conveyancesale, assignment, transfer assignment or delivery or attempted conveyancesale, assignment, transfer assignment or delivery to Maverick Buyer of any Transferred Asset (a) is (i) prohibited by any Law or (iib) would require requires any authorizations, approvals, consents or waivers from a Third Party to convey(in each case of clauses (a) and (b), assign, transfer or deliver such Transferred Asset, as set forth on Section 4.3 of the Disclosure Schedules) and such authorizations, approvals, consents or waivers shall not have not been obtained in reasonably satisfactory form to Buyer prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the ATA Closing shall proceed, but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and then this Agreement shall not constitute a conveyancesale, assignmentassignment or delivery, transfer or attempted sale, assignment or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtainedobtained in reasonably satisfactory form to Buyer. After the ATA Closing, the Parties shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration Subject to the other Partylast sentence of this Section 2.6, if any Non-Assignable Asset is not assigned to obtain Buyer by reason of the absence of any such authorization, approval, consent or waiver as promptly as practicableof a Third Party, it being understood that neither Harpoon nor any of its Affiliates Buyer shall not be required to commence assume any litigation Assumed Liabilities arising under such Non-Assignable Asset until such authorization, approval, consent or waiver has been obtained. After the Closing, Seller shall continue to use commercially reasonable efforts to obtain any Third Party authorization, approval approval, consent or waiver necessary for the sale, assignment and/or delivery of any Non-Assignable Asset to Buyer, Buyer will provide such reasonable non-financial administrative assistance to Seller as may be reasonably requested by Seller in connection with obtaining such consent, and Seller shall (i) cooperate with Buyer, at no cost to Buyer (subject to the last sentence of this Section 2.6), to provide Buyer with the benefits under such Non-Assignable Asset, to the extent permitted by Law, until such time as such Third Party authorization, CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMISSIONS ARE DESIGNATED [***] approval, consent or waiver shall have been obtained and (ii) refrain from agreeing to any amendment, supplement, waiver or other modification of such Non-Assignable Asset without the prior written consent of Buyer. To the extent that obtaining any such Third Party authorization approval, consent or waiver requires payment of additional fees, costs, or expenses to a Third Party. Once , such fees, costs, and expenses shall be borne by Seller, and Seller agrees to reimburse Buyer for any reasonable out-of-pocket fees, costs or expenses incurred by Buyer or its Affiliates in obtaining such authorization, approval approval, consent or waiver of or consent for waiver. To the conveyance, assignment, transfer or delivery extent Buyer is provided the benefits of any such Non-Assignable Asset not conveyed(whether from Seller, assignedits Affiliates or otherwise), transferred or delivered at the ATA Closing is obtainedBuyer shall, Harpoon shall convey, assign, transfer and deliver such Non-Assignable Asset to Maverick at no additional cost to Maverick but subject to the immediately preceding sentenceterms and conditions of this Agreement, arrange to discharge and perform the Assumed Liabilities thereunder or in connection therewith, as applicable, as if the appropriate authorization, approval, consent or waiver had been obtained.