Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Seller or, upon transfer, Purchaser Sub (as assignee of the Company) or the Company (as applicable)thereunder. Subject to Section 6.2, the Company Seller agrees that it will use its commercially reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to any such Purchased Asset or any claim or right or any benefit arising thereunder for the an assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Purchaser. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtainedobtained with respect to any such Contract or other Asset, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser Sub wouldshall obtain, in compliance with Lawto the extent practicable, obtain the claims, rights and benefits and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubPurchaser, or under which the Company would enforce, Seller shall enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller’s obligations, any and all claims, rights and benefits of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub when received all monies received by them Seller under any Purchased Contract or other Asset or any claim or claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in pursuant to this Section 1.5 and (ii) 8(j). Purchaser Sub requests that the Company subleases such Acquired Leases agrees to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub perform at its sole expense all of the Company’s rights obligations of Seller to be performed after the Acquisition Date under any such Acquired LeaseContract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Seller or, upon transfer, Purchaser Sub (as assignee of the Company) or the Company (as applicable)thereunder. Subject to Section 6.2, the Company Seller agrees that it will use its commercially reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to any such Purchased Asset or any claim or right or any benefit arising thereunder for the an assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Purchaser. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtainedobtained with respect to any such Contract or other Asset, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser Sub wouldshall obtain, in compliance with Lawto the extent practicable, obtain the claims, rights and benefits and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubPurchaser, or under which the Company would enforce, Seller shall enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller's obligations, any and all claims, rights and benefits of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub when received all monies received by them Seller under any Purchased Contract or other Asset or any claim or claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in pursuant to this Section 1.5 and (ii) 8(j). Purchaser Sub requests that the Company subleases such Acquired Leases agrees to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub perform at its sole expense all of the Company’s rights obligations of Seller to be performed after the Acquisition Date under any such Acquired LeaseContract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or transfer any Acquired Lease, Permit License or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, or an assumption of liability thereunder, if an attempted assignment or transfer thereof, without the consent approval of any applicable third a party (including any Governmental Entity)thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a violation direct result of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)such assignment. Subject to Section 6.2, the Company will Each Parent Party shall use its commercially reasonable best efforts (which shall not require any payment of money) to obtain the consent approval of the other parties to any such Purchased Asset Contract or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedLicense, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. To If as of the extent Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (iautomatically and without further action of the parties) any Acquired Leases cannot be assigned that the liabilities with respect to such Contract or transferred to Purchaser Sub License are assumed by the Partnership as of the Closing Date. The agreements set forth in this Section 1.5 and (ii) Purchaser Sub requests that on Schedule 2.05 will apply with respect to the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseUSAi Contracts described therein.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental EntityAuthority), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub Buyer (as assignee of the CompanySeller) or the Company Seller (as applicable). Subject to Section 6.25.05(c), the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub Buyer (as assignee of the CompanySeller) thereto or thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub Buyer will, subject to Section 6.2(a5.05(c), cooperate in a mutually agreeable arrangement under which Purchaser Sub Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, for the benefit of Purchaser SubBuyer, and at the expense of Purchaser SubBuyer, any and all of its rights against a third party thereto (including any Governmental EntityAuthority) associated with such Purchased Asset, claim, right or benefitbenefit (collectively, “Third Party Rights”), and the Company Seller would promptly pay to Purchaser Sub Buyer when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub Buyer as set forth in this Section 1.5 2.05 and (ii) Purchaser Sub requests that the Company Seller subleases such Acquired Leases to Purchaser SubBuyer, Purchaser Sub Buyer and the Company Seller will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of the Purchaser Sub (as assignee of the Company) or the Company Asset Sellers (as applicable)) thereunder. Subject to Section 6.2, the Company The Asset Sellers will use its their commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Purchaser Sub as the Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Asset Sellers thereunder so that the Purchaser Sub would not in fact receive all such rights, the Company Asset Sellers and the Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable arrangement under which the Purchaser Sub would, in compliance with Law, would obtain at no additional cost to the Purchaser the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit burden thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subthe Purchaser, or under which the Company Asset Sellers would enforce, enforce for the benefit of the Purchaser Sub, and at the expense of Purchaser Sub, any and all of its their rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitthereto, and the Company Asset Sellers would promptly pay to the Purchaser Sub when received all monies received by them under any Purchased Transferred Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of this This Agreement to the contrary, this Agreement shall will not constitute an agreement to assign or transfer assume any Acquired Lease, Permit Contractual Obligation or any claim claim, right, benefit or right or any benefit liability arising thereunder or resulting therefrom thereunder, if an attempted assignment or transfer thereofsuch assignment, without the approval or consent of any applicable a third party (including any or Governmental Entity)Authority thereto, would be ineffective or would constitute a breach or other contravention thereof, a violation thereof or give rise to any right of Law termination thereof and such approval or would in consent is not obtained (the “Unassigned Contracts”). If any way adversely affect the rights of Purchaser Sub (as assignee of transfer or assignment by Transferors to the Company) , or any assumption by the Company (as applicable)of, any interest in, or liability, obligation or commitment under any Contractual Obligation or any claim, right, benefit or liability arising thereunder requires the consent of a third party, then such transfer or assignment or assumption will be made subject to such consent being obtained. Subject The Company agrees that neither Transferors nor any of their respective affiliates will have any liability to Section 6.2, the Company arising out of or relating to the failure to obtain any such consent or because of any circumstances resulting therefrom. Transferors will (at the Company’s sole cost and expense) use its their respective commercially reasonable efforts to obtain the approval or consent of the other parties to any such Purchased Asset third party or any claim or right or any benefit arising thereunder Governmental Authority for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne assumption by the Parties in accordance with Section 2.2(e)Company of any such Contractual Obligation, claim, right, benefit or liability arising thereunder. If, on as of the Closing Date (Date, such assignment or assumption will be ineffective or will give rise to any right of termination or other breach or default thereof, then such Unassigned Contract will not be assigned and the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, parties hereto will reasonably cooperate in arranging a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, lawful and commercially reasonable alternative to enable the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear under such Contract as of the economic burdens associated with the Purchased AssetClosing Date or as soon as practicable thereafter (including through a sub-contracting, claimsub-licensing, right sub-participation or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subsub-leasing agreement, or an arrangement under which the Company such Transferor would enforce, enforce such Unassigned Contract for the benefit of Purchaser Subthe Company, with the Company, to the extent permissible, assuming such Transferor’s obligations and at the expense of Purchaser Sub, any and all rights of its rights such party against a third the other party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitthereto), and the Company would promptly pay will assume and pay, perform and discharge any resulting or related economic burden (including any related Tax). If the written approval of the Contemplated Transactions by the other party to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To such Unassigned Contract is obtained, then such written approval will constitute a confirmation (automatically and without further action of the extent parties) that (i) any Acquired Leases cannot be such Unassigned Contract is assigned or transferred to Purchaser Sub the Company as set forth in this Section 1.5 of the Closing Date, and (iiautomatically and without further action of the parties) Purchaser Sub requests that the Company subleases Liabilities (which constitute Assumed Liabilities under this Agreement) with respect to such Acquired Leases to Purchaser Sub, Purchaser Sub and Unassigned Contract are assumed by the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or transfer any Acquired Lease, Permit License or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, or an assumption of liability thereunder, if an attempted assignment or transfer thereof, without the consent approval of any applicable third a party (including any Governmental Entity)thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a violation direct result of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)such assignment. Subject to Section 6.2, the Company will Each Parent Party shall use its commercially reasonable best efforts (which shall not require any payment of money) to obtain the consent approval of the other parties to any such Purchased Asset Contract or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedLicense, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. To If as of the extent Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub-leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (iautomatically and without further action of the parties) any Acquired Leases cannot be assigned that the liabilities with respect to such Contract or transferred to Purchaser Sub License are assumed by the Partnership as of the Closing Date. The agreements set forth in this Section 1.5 and (ii) Purchaser Sub requests that on Schedule 2.05 will apply with respect to the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseUSAi Contracts described therein.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to contribute or otherwise sell, convey, transfer, assign or transfer sublicense any Acquired LeaseContract, Permit license or permit constituting a Contributed Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach of, or other contravention thereofunder, any agreement to which either Member is a violation of Law party, be ineffective with respect to any party thereto or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) either Member or the Company (as applicable)thereunder. Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties With respect to any such Purchased Asset Contract, license or permit or any claim or claim, right or any benefit arising thereunder or resulting therefrom, promptly after the date hereof, the Parties will use reasonable commercial efforts (but without any payment of money or other transfer of value by either Member or the Company or any of their respective Affiliates to any third party) to obtain any required consent for the assignment thereof assignment, transfer or sublicense of any such Contract, license or permit to Purchaser Sub as Purchaser Sub may request; providedthe Company, that any costs or written confirmation reasonably satisfactory in form and expenses arising therefrom or in connection therewith should be borne by substance to the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any confirming that such consent is not obtainedrequired. If a required consent is not obtained with respect to any such Contract, license or permit, or if an attempted assignment, transfer or assignment sublicense thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights right of Purchaser Sub either Member or the Company thereunder (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsa “Consent Failure”), the applicable Member and the Company and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the Company would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing subcontracting or subleasing to Purchaser Subthe Company, subject to Applicable Law and the terms of any such Contract, license or under which permit, with the Company would enforceobtaining the claims, rights and benefits of the applicable Member and assuming the obligations under such Contract, license or permit in accordance with this Agreement, and the Members will enforce at the request of and for the benefit of Purchaser Subthe Company, and at with the expense of Purchaser SubCompany assuming the Members’ obligations, any and all claims, rights and benefits of its rights the Members against a any third party thereto arising from any such Contract, license or permit (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of the Company). If any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, Consent Failure occurs and the applicable Member and the Company would promptly pay have failed to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred have entered into an arrangement to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that provide to the Company subleases the benefits under the relevant Contract, license or permit, such Acquired Leases to Purchaser Sub, Purchaser Sub Member and the Company will shall cooperate following the Closing to obtain such consent or enter into individual subleases an agreement with respect thereto as soon as reasonably practicable thereafter. Notwithstanding the foregoing provisions of this Section 3.05, in the case of commercial off-the-shelf (“COTS”) software having an initial purchase price of $10,000 or less per copy, the Company shall have the sole responsibility for each of obtaining license rights to use such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of software at the Company’s rights under such Acquired Leasecost and expense.

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment such assignment, with or transfer thereof, without the consent of any applicable consent, approval or waiver of, or notice to, a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a of such Purchased Asset or violation of any Applicable Law or would in any way adversely affect the rights of Purchaser Sub Buyer (as assignee of the Companyor its designated Affiliate(s)) or Seller (or an Affiliate of Seller) thereunder unless and until any required consent, approval or waiver is obtained. Seller and Buyer shall use their reasonable best efforts (including the Company (as applicable). Subject dedication of resources thereto, but without any obligation to Section 6.2expend money, the Company will use its commercially reasonable efforts commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the consent consent, approval or waiver of, or provide the required notice to, such third parties to or of the other parties assignment to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) of any such Purchased Asset or any claim or right or any benefit arising thereunder for or otherwise transfer the assignment thereof rights and benefits of any Non-assignable Asset (as defined below) to Purchaser Sub as Purchaser Sub may request; providedBuyer or, that subject to Section 13.05, its designated Affiliate, including, in the case of any costs non-transferable Permits, to cause the applicable Governmental Authority to issue a new Permit to Buyer or its Affiliate in place of such non-transferable Permit and expenses arising therefrom or in connection therewith should be borne by with respect to prime Government Contracts, to obtain all necessary approval and consent of the Parties applicable U.S. federal Governmental Authority to novate such prime Government Contracts in accordance with Section 2.2(e)FAR Subpart 42.12. IfIf such consent, on the Closing Date (approval or the applicable Subsequent Closing Date), any such consent waiver is not obtained, or such notice is not made, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee Seller or any of the Company) thereto or its Affiliates thereunder so that Purchaser Sub Buyer (or, subject to Section 13.05, its designated Affiliate(s)) would not in fact receive all such rights, or if such asset is not transferable under Applicable Law with or without such consent, approval, waiver or notice (any assets so described, the Company and Purchaser Sub will, subject to Section 6.2(a“Non-assignable Assets”), cooperate in Seller and Buyer will use their commercially reasonable efforts (but without any obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to enter into a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and Buyer would assume the obligations and bear Seller would provide to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) the economic burdens associated benefits of any Non-assignable Asset, including sub-contracting, sub-licensing, or sub-leasing to Buyer (or, subject to Section 13.05, its designated Affiliate(s)), and with respect to the prime Government Contracts, entering into and taking commercially reasonable efforts to obtain any required approvals or consents of any U.S. federal Governmental Authority to the Subcontract prior to the Closing Date), or under which Seller would enforce for the benefit of Buyer (or, subject to Section 13.05, its designated Affiliate(s)), with Buyer (or, subject to Section 13.05, its designated Affiliate(s)) assuming Seller’s (or such Affiliate’s) obligations under such Non-assignable Asset, any and all rights of Seller or such Affiliate against a third party thereto. In connection with any such arrangement, Buyer shall reimburse Seller and its Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by Seller or its Affiliates in connection with the Purchased Assetperformance of any mutually agreeable arrangement or that otherwise would have been incurred by Buyer or its Affiliates had such Non-assignable Asset been assigned, claim, right transferred or benefit in accordance with conveyed as contemplated by this Agreement, including subcontractingany Liability arising out of Buyer’s failure to perform thereunder (such costs and expenses, sublicensing the “Alternative Arrangement Costs”). Prior to the amount of the deductible described in clause (B) of Section 11.02(a) being exceeded (whether pursuant to reimbursement under this sentence or subleasing pursuant to Purchaser Subany other provision of this Agreement or a combination of the foregoing), Buyer will promptly reimburse Seller for all out-of pocket costs and expenses actually incurred by Seller or under which its Affiliates (other than Alternative Arrangement Costs) relating to or arising from the Company would enforcefailure to obtain a consent, approval or waiver for any Non-assignable Assets (such costs and expenses, the benefit “Other Consent Costs”) and any such reimbursement shall be applied toward such deductible. After the amount of Purchaser Subsuch deductible has been exceeded, and at the expense Buyer will promptly reimburse Seller for 50% of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would Other Consent Costs. Seller will promptly pay to Purchaser Sub Buyer (or, subject to Section 13.05, its designated Affiliate(s)) when received all monies received by them Seller or an Affiliate of Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding (a) Anything in this Agreement or any other provision of this Agreement Transaction Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign any Intel Transferred Contract, Intel Transferred Permit, or transfer any Acquired Leaseother Intel Transferred Asset, Permit or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third a party (including thereto or the receipt of any Governmental Entity)Approvals or the satisfaction of any other requirement applicable to such assignment, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect result in the loss of any material benefit under, or any material modification to, the rights of Purchaser Sub (as assignee Newco, Intel or any of the Company) or the Company (as applicable)Intel’s Subsidiaries thereunder. Subject to Section 6.2, the Company Intel and Newco will use its commercially reasonable efforts (but without any payment of money by Intel) to obtain the consent of the other parties to any such Purchased Intel Transferred Contract, Intel Transferred Permit or other Intel Transferred Asset or any claim or claim, right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Newco as Purchaser Sub Newco may reasonably request; provided, however, that except as provided in Section 2.5 of the Intel Intellectual Property Agreement with respect to the sublicensing of certain Third Party Claims to Newco, Intel shall have no obligation to transfer or assign any costs and expenses arising therefrom license of any Intellectual Property other than the Intel Transferred Intellectual Property or any licenses granted by Intel in connection therewith should be borne by with the Parties sale, distribution and license of the Intel Products in accordance with the ordinary course of business that are not Intel Transferred Contracts. Subject to the obligations of Intel set forth in Section 2.2(e). If5.6, on Section 4.3 of the Closing Date (Master Agreement, Section 2.6 of the Intel Intellectual Property Agreement, the Intel Transition Services Agreement and the Intel Supply Agreement, Newco agrees that Intel shall not have any liability to Newco arising out of or relating to the applicable Subsequent Closing Date), failure to obtain any such consent is not obtained, or if an attempted transfer or assignment thereof would to satisfy any other such requirement that may be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not required in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated connection with the Purchased Assettransactions contemplated by this Agreement or the Intel Ancillary Agreements or because of any circumstances resulting from any such failure; provided, claimhowever, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth nothing in this Section 1.5 and (ii2.5(a) Purchaser Sub requests that the Company subleases such Acquired Leases is intended to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leasesaffect Intel’s representation in Section 3.8(b) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseregarding Intel Contractual Consents.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) VPRW, the Parent or the Company (as applicable)thereunder. Subject to Section 6.2, the Company The Seller will use its commercially reasonable efforts (but without any payment of money by VPRW, the Parent or the Seller) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub VPRW as Purchaser Sub VPRW may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub VPRW would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), VPRW will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, VPRW would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubVPRW, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubVPRW, and at with VPRW assuming the expense of Purchaser SubSeller’s obligations, any and all rights of its rights the Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. The Seller will promptly pay to Purchaser Sub VPRW when received all monies received by them the Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the same constitutes an Excluded Asset. The Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed Buyer shall, to a “master” sublease covering all such Acquired Leases) on a fully net basis the extent the benefits arising under any Purchased Asset have not been provided by alternative arrangements satisfactory to the Parent, VPRW and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease, negotiate in good faith a downward adjustment in the Purchase Price.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the approval or consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach thereof or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or Seller or any of the Company) their respective Subsidiaries thereunder or the Company (as applicable)be contrary to Applicable Law. Subject to Section 6.2, the Company will Seller shall use its commercially reasonable efforts (which shall not require Seller to obtain the consent of the pay any money or other parties consideration to any such Purchased Asset Person or to initiate any claim or right proceeding against any Person) (a) to obtain such approval or any benefit arising thereunder consent and (b) if such approval or consent cannot be obtained, to secure an arrangement reasonably satisfactory to Buyer ensuring that Buyer will receive the benefits under the Purchased Asset for which such consent is being sought and bear the assignment thereof burden of the Liabilities related to Purchaser Sub as Purchaser Sub may requestsuch Purchased Asset; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). Ifhowever, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned Seller shall have no obligation to obtain such consent or transferred approval or to Purchaser Sub provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain or provide the same as set forth in this Section 1.5 ‎Section 2.05, and (ii) Purchaser Sub requests that Buyer shall have no remedy (including under ‎Article 7) for failure of Seller to obtain any such consent or approval or to provide any such alternative arrangement (but, for the Company subleases such Acquired Leases avoidance of doubt, Buyer may seek indemnification under ‎Article 7 (subject to Purchaser Subthe limitations set forth therein) for a breach of Seller’s obligation to use commercially reasonable efforts as set forth in this ‎Section 2.05). To the extent that, Purchaser Sub and in connection with obtaining a third party’s consent under any Contract, one or more of the Company will parties hereto enter into individual subleases an agreement with such third party that provides for each an allocation of Liability among the parties hereto with respect to such Acquired Leases (Contract that is inconsistent with the terms of this Agreement, the parties agree that, as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all among themselves, the provisions of the Company’s rights under such Acquired Leasethis Agreement shall control.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, neither this Agreement nor any other Transaction Document shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect in any material respect the rights of Purchaser Sub (as assignee a Seller, any of its Affiliates or any Buyer Party thereunder; provided that the Company) foregoing shall not limit or affect Sellers’ representations and warranties in Article 4 or the Company conditions set forth in Section 11.02; provided further, that upon the Closing, subject to each Seller having complied with (as and, to the extent applicable, continuing to comply with) its covenants, agreements and obligations pursuant to this Agreement (including this Section 2.09 and Section 8.01), Sellers shall have no liability or obligation under Article 12 or otherwise for the failure to obtain any such consent. Subject to Section 6.2, the Company will Each Seller and each Buyer Party shall use its their respective commercially reasonable efforts (but without any payment of money by a Seller or a Buyer Party (or any of their respective Affiliates)) to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any Buyer Party as Buyer Domestic may reasonably request. If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or a Seller thereunder so that Purchaser Sub the applicable Buyer Party would not in fact receive all such rights, the Company each Seller and Purchaser Sub will, subject to Section 6.2(a), each Buyer Party shall (and cause their respective Affiliates to) cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the applicable Buyer Party would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this AgreementAgreement (including, in the case of Government Contracts, Section 8.03), including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser Subthe applicable Buyer Party, or under which a Seller or any of its Affiliates would enforce (at the Company would enforce, direction and expense of Buyer Domestic) for the benefit of Purchaser Subthe applicable Buyer Party, and at with the expense applicable Buyer Party assuming the obligations of Purchaser Subsuch Seller or its Affiliates, any and all rights of such Seller or any of its rights Affiliates against a third party thereto (including any Governmental Entity) associated with including, if applicable, the right to elect to terminate such Purchased Asset, claim, right or benefit, and Asset in accordance with the Company would terms thereof upon Buyer Domestic’s request). Each Seller shall promptly pay to Purchaser Sub the applicable Buyer Party when received all monies received by them such Seller or any of its Affiliates under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) the same represents an Excluded Asset. Upon receipt of any Acquired Leases cannot required consents to assignment of a Purchased Asset, each Seller shall, or shall cause its Affiliates to, sell, transfer, convey, assign and deliver such Purchased Asset to the applicable Buyer Party with no additional purchase price due therefor. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be assigned executed and delivered, such documents and other instruments and shall take, or transferred shall cause to Purchaser Sub be taken, such further actions as set forth in may be reasonably required to carry out this Section 1.5 and (ii) Purchaser Sub requests that give effect to the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasetransactions contemplated by this Section.

Assignment of Contracts and Rights. Notwithstanding any other provision As promptly as practicable but subject to the terms of this Agreement Section 5.11, Parent and the Sellers shall, and shall cause their applicable Affiliates to, use commercially reasonable efforts to assign in whole all the Assigned Contracts to one of the Companies and assign in part (to the contraryextent relating to the Business) the Shared Contracts to one of the Companies. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired LeaseShared Contract, Permit any Assigned Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach of or other contravention thereof, a violation of Law default under such Shared Contract or would such Assigned Contract or in any material way adversely affect the rights of Purchaser Sub any Seller, any Company or any of their respective Affiliates thereunder. With respect to any Shared Contract or any Assigned Contract, from and after the date hereof, the Sellers shall use commercially reasonable efforts, and shall keep Buyer reasonably informed of their progress, to obtain any required consent for the assignment (as assignee of the Company) in whole or the Company (in part, as applicable), transfer or sublicense of such Shared Contract or of such Assigned Contract to Buyer. Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to Promptly following any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedconsent being obtained, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (Parent or the applicable Subsequent Closing Date)Sellers shall assign and transfer, any or sublicense, to Buyer such Shared Contract or such Assigned Contract for no additional consideration. If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsParent, the Company Sellers and Purchaser Sub Buyer will, subject to Section 6.2(a)for a period of six (6) months following the Closing, cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company applicable Seller or Parent would enforce, enforce for the benefit of Purchaser SubBuyer, and at with Buyer assuming the expense of Purchaser Subapplicable Seller’s or Parent’s obligations, any and all rights of its rights the applicable Seller or Parent against a third party thereto thereto. In connection with any Shared Contract or any Assigned Contract that is (including x) assigned, in whole or in part, to Buyer, any Governmental EntityCompany or any of their respective Subsidiaries, or (y) associated with such Purchased Assetsubcontracted, claimsublicensed or subleased or under which the applicable Seller, right Parent or benefitany of its Affiliates otherwise passes along any benefits thereunder, in each case whether whole or in part, to Buyer, any Company or any of their respective Subsidiaries, Buyer hereby agrees to perform, and to cause to be performed, all of its or such Company’s or Subsidiary’s (as applicable) obligations thereunder and shall promptly but in any event within 15 Business Days of being invoiced therefor, reimburse the Company would promptly pay to Purchaser Sub when received applicable Seller or Parent for any and all monies received out-of-pocket expenses incurred by them such Seller, Parent or any of its Affiliates under any Purchased Asset such Shared Contract or under any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseAssigned Contract.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary contained in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom Assumed Contract if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)thereunder. Subject to Section 6.2The Company will use, and the Seller Members will cause the Company will use its to use, commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Assumed Contract in accordance with the Required Contract Consent for the assignment thereof to Purchaser Sub Buyer or its designated Affiliate as Purchaser Sub Buyer may request; provided, that any costs . Unless and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of Buyer or the Company) thereto or Company thereunder so that Purchaser Sub Buyer would not in fact receive all rights under such rightsAssumed Contract, the Company and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable an arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company would enforce, at Buyer’s expense, for the benefit of Purchaser SubBuyer, with Buyer assuming at Buyer’s expense the Company’s obligations and at Liabilities (solely to the expense of Purchaser Subextent provided in Section 1.2(a)), any and all rights of its rights the Company against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the thereto. The Company would will promptly pay to Purchaser Sub Buyer when received all monies received by them the Company under any Purchased Asset such Assumed Contracts relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date, and Buyer shall pay, defend, discharge and perform all Liabilities relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date under such Assumed Contracts. Unless and until any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be Assumed Contract is assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that Buyer, the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each Seller Members agree that they shall not terminate or take any other action that would reasonably be expected to result in a termination of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseAssumed Contract.

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of anything in this Agreement that may be deemed to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Shared Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Shared Contract or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Seller, any Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)of their respective Affiliates thereunder. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffectiveSeller and Buyer will, a violation of Law or would adversely affect until the rights of Purchaser Sub (as assignee first anniversary of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a)Closing Date, cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense with Buyer assuming Seller’s obligations, all rights of Purchaser Sub, any and all of its rights Seller against a third party thereto (including thereto. In connection with any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent Shared Contract that is (i) assigned, in whole or in part, to Buyer, any Acquired Leases cannot be assigned Company or transferred to Purchaser Sub as set forth in this Section 1.5 and any of their respective Subsidiaries, or (ii) Purchaser Sub requests that the sub-contracted, sub-licensed or sub-leased or under which Seller or any of its Affiliates otherwise passes along any benefits thereunder, in each case whether in whole or in part, to Buyer, any Company subleases or any of their respective Subsidiaries, Buyer hereby agrees to perform, and to cause to be performed, all of its or such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases Company’s or Subsidiary’s (as opposed applicable) obligations thereunder and shall (A) promptly, but in any event within 30 days of being invoiced therefor, reimburse Seller for all out-of-pocket expenses incurred by Seller or any of its Affiliates under any such Shared Contract and (B) hereby indemnify Seller and its Affiliates, and otherwise hold them harmless from, any failure to a “master” sublease covering all perform any such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseobligations.

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any claim, contract, license, real property lease, personal property lease, commitment, sales order or transfer any Acquired Lease, Permit purchase order or any claim or claim, right or any benefit arising thereunder or resulting therefrom (including, without limitation, the Joint Venture Agreement and the Joint Venture Shares) if an attempted assignment the agreement to assign or transfer thereofattempt to assign, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach thereof or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub thereunder (as assignee of the Company) or the Company (as applicable"Nonassignable Assets"). Subject to Section 6.2, the Company Seller will use its commercially reasonable best efforts in cooperation with Purchaser to obtain the consent consents to assignment of the other Nonassignable Assets from all such third parties prior to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or and, following the applicable Subsequent Closing Date), any will cooperate with Purchaser and take all such other action as Purchaser may reasonably request to obtain consents to assignment. Until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Seller or Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject or Seller will cooperate with each other in any arrangement designed to Section 6.2(a), cooperate in a mutually agreeable arrangement under which provide for Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, of any such claim, right contract, license, lease, commitment, sales order or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunderpurchase order. To the extent that (i) any Acquired Leases cannot be assigned or transferred reasonably requested by Purchaser, following the execution of this Agreement and prior to Closing, Seller agrees to assist Purchaser in arranging meetings with customers of Division, conducting joint sales calls both at the customer's offices and by telephone, and to take all other action reasonably requested by Purchaser in order to provide a transition of the customer relationships and contracts from Seller to Purchaser Sub as set forth on and after the Closing Date. Such arrangements, to the extent provided in this Section 1.5 1.3 in respect of liabilities or obligations thereunder arising or to be performed after the Closing Date, shall be subject to Purchaser's obligation to undertake and (ii) Purchaser Sub requests that perform Seller's obligations under the Company subleases such Acquired Leases Nonassignable Assets, arising or to Purchaser Sub, Purchaser Sub and be performed after the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this This Agreement shall not constitute an agreement operate to assign or transfer any Acquired Lease, Permit Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entitya government or governmental unit), would constitute a breach breach, default or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Seller or the Company (as applicable)Buyer thereunder. Subject to Section 6.2, the Company Seller and Buyer will each use its commercially their reasonable best efforts to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedBuyer prior to Closing, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any if such consent is not obtained, obtained by Closing or if an such attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and assign all of its Seller's rights against a third party thereto (including any Governmental Entity) associated with thereunder at Closing, Seller and Buyer shall continue to cooperate and use their reasonable best efforts in order that Buyer would obtain all of such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising rights thereunder. To the extent that the consents and waivers referred to herein are not obtained by Seller or until the impediments to the sale, assignment, transfer, delivery or sublease referred to therein are resolved, Seller shall use its best efforts to (i) provide, at the request of Buyer, to Buyer the benefits of any Acquired Leases cansuch Asset referred to herein, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer, and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any Asset referred to herein against any third person (including a government or governmental unit) including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer, and without commission or other charge by Seller, whether to any third party or Buyer. Buyer shall not be assigned or transferred to Purchaser Sub as set forth in required by this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each any arrangement that would impose any additional cost, expense or liability or that would deprive Buyer of such Acquired Leases (as opposed any material benefits or profits. Nothing in this section shall affect the conditions to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights Buyer's obligations under such Acquired LeaseArticle VI.

Assignment of Contracts and Rights. Notwithstanding ASSIGNMENT OF LEASES; ASSIGNMENT OF CERTAIN OTHER EXECUTORY CONTRACTS The Purchased Assets (including the Assumed Real Property Leases and the Assumed Contracts) will be sold, assigned to, transferred to and assumed by Buyer pursuant to the Receivership Order and Sections 363, 365 and other applicable provisions of the U.S. Bankruptcy Code as of the Closing. The Receiver shall use commercially reasonable efforts, and Buyer shall cooperate with the Receiver, including by providing the information described in Section 9.4(f), to obtain any required consents of any third party or court approvals required for the assignment of any Assumed Real Property Lease, Assumed Contract or other Purchased Asset. Buyer shall pay all costs and expenses incurred by the Receiver in obtaining such consents, provided that Buyer approves of such costs and expenses in advance, which approval shall not be unreasonably withheld. With the prior written consent of the Receiver, Buyer may have direct communications with any such third parties for the sole purpose of seeking to obtain any such consent(s). To the extent the Receiver is unable to obtain any required consent or court approvals for the assignment of any Assumed Real Property Lease(s), the Receiver may take such other action as it deems appropriate, including, without limitation, pursuant to the U.S. Bankruptcy Code, to effect an assignment of such Assumed Real Property Lease(s) to Buyer. Except as otherwise provided in Section 2.6, but notwithstanding any other provision of this Agreement (other than Section 2.6) to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party is required as to the assignment of any particular Executory Contract or other asset intended to be a Purchased Asset (including or any Governmental Entityright thereunder), would constitute a breach or other contravention thereofthan an Assumed Real Property Lease, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtainedobtained or such assignment is not attainable over the objection of that party pursuant to applicable Law (including, or if an attempted transfer or assignment thereof would be ineffectivewithout limitation, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee CCAA, s. 47 of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Bankruptcy and Purchaser Sub will, subject to Section 6.2(aInsolvency Act (Canada), cooperate in s. 39 of the Law and Equity Act (British Columbia) and Section 105, 363 or 365 of the U.S. Bankruptcy Code), then such Executory Contract or other asset shall not be a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canand shall not be assigned or transferred hereunder, but the Closing shall proceed, without adjustment to Purchaser Sub the Purchase Price, with respect to the remaining Purchased Assets; provided, however, that if such Executory Contract that is not transferred is an Assumed Real Property Lease, then the Purchase Price payable to the Receiver shall be reduced dollar for dollar by the amount allocated to the Casino to which such Assumed Real Property Lease relates as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseSchedule 2.6(b).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the Assigned Contracts or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Purchaser Sub Buyer thereunder and (as assignee of b) such consent is not obtained prior to the Company) or the Company (as applicable)Closing. Subject to Section 6.2, the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset Assigned Contracts and Permits or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub Buyer may request; providedrequest (in each case, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(eat Buyer’s cost). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Sub the Buyer, or its designee (as assignee of the CompanySeller or any Affiliate thereof) thereto or thereunder so that Purchaser Sub such assignee would not in fact receive all such rights, the Company applicable Seller and Purchaser Sub willBuyer (or its designee) will enter into any arrangement reasonably requested by the other party (provided Buyer shall reimburse Seller for all reasonable and documented out- of-pocket expenses incurred by Seller arising from, subject in connection with or otherwise with respect to actions taken by Seller at Buyer’s request pursuant to this Section 6.2(a), cooperate in a mutually agreeable arrangement 1.10) under which Purchaser Sub (i) Buyer or its designee would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreementsuch Assigned Contracts and Permits, including subcontracting, sublicensing or subleasing to Purchaser Subsuch party, or under which the Company and (ii) Seller would enforce, enforce for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, Buyer or its designee any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitAssigned Contracts and Permits, and the Company Seller would promptly pay to Purchaser Sub such party when received all monies received by them Seller under any Purchased Asset Assigned Contracts or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePermits.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Purchaser Sub Buyer thereunder and (as assignee of b) such consent is not obtained prior to the Company) or the Company (as applicable)Closing. Subject to Section 6.25.2(a), the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub Buyer may request; providedrequest (in each case, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(eat Buyer’s cost). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Sub the Company, Buyer, or its designee (as assignee of the CompanySeller or any Affiliate thereof) thereto or thereunder so that Purchaser Sub such assignee would not in fact receive all such rights, the Company and Purchaser Sub each Party will, subject to Section 6.2(a5.2(a), cooperate enter into any arrangement reasonably requested by the other Party (provided Buyer shall reimburse Seller for all reasonable and documented out-of-pocket expenses incurred by Seller arising from, in a mutually agreeable arrangement connection with or otherwise with respect to actions taken by Seller at Buyer’s request pursuant to this Section 2.3) under which Purchaser Sub (i) Buyer would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with the Purchased Assetsuch Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subsuch party, or under which the Company and (ii) Seller would enforce, enforce for the benefit of Purchaser Subthe Company, and at the expense of Purchaser SubBuyer, or its designee any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased AssetTransferred Assets and Liabilities, claim, right or benefit, and the Company Seller would promptly pay to Purchaser Sub such party when received all monies received by them Seller under any Purchased Asset or any claim or Transferred Assets and Liabilities, claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasebenefit.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Assigned Contract or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofand for so long as such assignment, without the approval, consent or waiver of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Assigned Contract or would in any way adversely affect the rights of Seller thereunder so that Purchaser Sub (as assignee of the Company) would not in fact receive all such rights. If such approval, consent or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent waiver is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation ineffective under the terms of Law such Assigned Contract or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Purchaser and Purchaser Sub willSeller will cooperate, subject to Section 6.2(a), cooperate in a mutually agreeable lawful arrangement under which designed to provide to Purchaser Sub wouldthe economic claims, in compliance with Law, obtain the rights and benefits and assume liabilities of use of such Assigned Contract, and Seller shall continue to perform such Contract or comply with the obligations terms thereof upon the direction of, and with all necessary help from, Purchaser; provided, that Purchaser shall bear any incremental economic burden resulting from implementation of any such alternative arrangement pursuant to this Section 1.03. To the extent, and only to the extent, Purchaser is able to receive the economic burdens associated claims, rights and benefits under any Assigned Contract, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such Assigned Contract. Following the Closing, the parties hereto shall have a continuing obligation to cooperate with each other and to obtain promptly all such approvals, consents or waivers; provided, that neither Seller nor any of its Affiliates shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such approvals, consents, or waivers. Upon obtaining the Purchased Assetrequisite approval, consent or waiver, Seller shall promptly convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, such Assigned Contract, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasehereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Purchaser Parent or Acquisition Sub thereunder and (as assignee of b) such consent is not obtained prior to the Company) or the Company (as applicable)Closing. Subject to Section 6.2, the Company The Asset Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Parent or Acquisition Sub as Purchaser Parent or Acquisition Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Parent or Acquisition Sub (as assignee of the CompanyAsset Seller or any Affiliate thereof) thereto or thereunder so that Purchaser Parent or Acquisition Sub would not in fact receive all such rights, each Party will enter into any arrangement reasonably requested by the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement other Party under which Purchaser (i) Parent or Acquisition Sub would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with the Purchased Assetsuch Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Parent or Acquisition Sub, or under which and (ii) the Company Asset Seller would enforce, enforce for the benefit of Purchaser Sub, (and at the expense expense) of Purchaser Sub, Parent or Acquisition Sub any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased AssetTransferred Assets and Liabilities, claim, right or benefit, and the Company Asset Seller would promptly pay to Purchaser Parent or Acquisition Sub when received all monies received by them Asset Seller under any Purchased Asset or any claim or Transferred Assets and Liabilities, claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasebenefit.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this This Agreement shall not constitute an agreement operate to assign or transfer any Acquired Lease, Permit Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entitya government or governmental unit), would constitute a breach breach, default or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Seller or the Company (as applicable)Buyer thereunder. Subject to Section 6.2, the Company Seller and Buyer will each use its their commercially reasonable efforts to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedBuyer prior to Closing, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any if such consent is not obtained, obtained by Closing or if an such attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and assign all of its Seller's rights against a third party thereto (including any Governmental Entity) associated with thereunder at Closing, Seller and Buyer shall continue to cooperate and use their commercially reasonable efforts in order that Buyer would obtain all of such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising rights thereunder. To the extent that the consents and waivers referred to herein are not obtained by Seller or until the impediments to the sale, assignment, transfer, delivery or sublease referred to therein are resolved, Seller shall use its commercially reasonable efforts to (i) provide, at the request of Buyer, to Buyer the benefits of any Acquired Leases cannot be assigned or transferred such Asset referred to Purchaser Sub as set forth in this Section 1.5 and herein, (ii) Purchaser Sub requests that cooperate in any lawful arrangement designed to provide such benefits to Buyer, and (iii) enforce, at the Company subleases such Acquired Leases request of and for the account of Buyer, any rights of Seller arising from any Asset referred to Purchaser Subherein against any third person (including a government or governmental unit) including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer, Purchaser Sub and the Company will without commission or other charge by Seller, whether to any third party or Buyer. Buyer shall not be required by this Section 1.4 to enter into individual subleases for each any arrangement that would impose any additional cost, expense or liability or that would deprive Buyer of such Acquired Leases (as opposed any material benefits or profits. Nothing in this section shall affect the conditions to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights Buyer's obligations under such Acquired LeaseArticle VII.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired LeaseAsset that is a contract, Permit including any Scheduled Contracts, or any claim or right or any benefit arising thereunder or resulting therefrom (for purposes of this paragraph, an “Acquired Asset Contract”) if an attempted assignment or transfer thereof, without the consent consent, approval or authorization of any applicable third party (including any Governmental Entity)to such Acquired Asset Contract, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Purchaser will use its commercially reasonable efforts to attempt to obtain the consent of the other parties to any such Purchased Acquired Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Purchaser Sub as or to have such other parties enter into a new contract with Purchaser Sub may request; provided, that any costs under terms and expenses arising therefrom or conditions similar in connection therewith should be borne by all materials respects to the Parties in accordance with Section 2.2(e)specific Acquired Asset Contract at issue. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtainedobtained hereunder, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub would not in fact receive all such rightsrights as contemplated herein, the Company Seller and Purchaser Sub will, subject pursuant to Section 6.2(a)a transition services agreement entered into among the Parties on an even date herewith (the “Transition Services Agreement”) in the form attached hereto as Exhibit F, cooperate in an effort to establish a mutually agreeable arrangement based on mutually agreeable terms under which Purchaser Sub would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired LeaseAssumed Contract, Permit permit or license or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental EntityAuthority), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the CompanySeller) or the Company Seller (as applicable). Subject to Section 6.25.04(c), the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the CompanySeller) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a5.04(c), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubPurchaser, or under which the Company Seller would enforce, for the benefit of Purchaser SubPurchaser, and at the expense of Purchaser SubPurchaser, any and all of its rights against a third party thereto (including any Governmental EntityAuthority) associated with such Purchased Asset, claim, right or benefitbenefit (collectively, “Third Party Rights”), and the Company Seller would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, neither this Agreement nor any other Transaction Document shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect in any material respect the rights of Purchaser Sub (as assignee a Seller, any of its Affiliates or any Buyer Party thereunder; provided that the Company) foregoing shall not limit or affect Sellers’ representations and warranties in Article 4 or the Company conditions set forth in Section 11.02; provided further, that upon the Closing, subject to each Seller having complied with (as and, to the extent applicable, continuing to comply with) its covenants, agreements and obligations pursuant to this Agreement (including this Section 2.09 and Section 8.01), Sellers shall have no liability or obligation under Article 12 or otherwise for the failure to obtain any such consent. Subject to Section 6.2, the Company will Each Seller and each Buyer Party shall use its their respective commercially reasonable efforts (but without any payment of money by a Seller or a Buyer Party (or any of their respective Affiliates)) to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any Buyer Party as Buyer Domestic may reasonably request. If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or a Seller thereunder so that Purchaser Sub the applicable Buyer Party would not in fact receive all such rights, the Company each Seller and Purchaser Sub will, subject to Section 6.2(a), each Buyer Party shall (and cause their respective Affiliates to) cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the applicable Buyer Party would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this AgreementAgreement (including, in the case of Government Contracts, Section 8.03), including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser Subthe applicable Buyer Party, or under which a Seller or any of its Affiliates would Table of Contents enforce (at the Company would enforce, direction and expense of Buyer Domestic) for the benefit of Purchaser Subthe applicable Buyer Party, and at with the expense applicable Buyer Party assuming the obligations of Purchaser Subsuch Seller or its Affiliates, any and all rights of such Seller or any of its rights Affiliates against a third party thereto (including any Governmental Entity) associated with including, if applicable, the right to elect to terminate such Purchased Asset, claim, right or benefit, and Asset in accordance with the Company would terms thereof upon Buyer Domestic’s request). Each Seller shall promptly pay to Purchaser Sub the applicable Buyer Party when received all monies received by them such Seller or any of its Affiliates under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) the same represents an Excluded Asset. Upon receipt of any Acquired Leases cannot required consents to assignment of a Purchased Asset, each Seller shall, or shall cause its Affiliates to, sell, transfer, convey, assign and deliver such Purchased Asset to the applicable Buyer Party with no additional purchase price due therefor. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be assigned executed and delivered, such documents and other instruments and shall take, or transferred shall cause to Purchaser Sub be taken, such further actions as set forth in may be reasonably required to carry out this Section 1.5 and (ii) Purchaser Sub requests that give effect to the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasetransactions contemplated by this Section.