Common use of Consents to Assignment Clause in Contracts

Consents to Assignment. To the extent that the assignment hereunder by the Seller Parties to Purchaser of the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party to the Contract or grantor of the Permit, or any regulatory authority, this Agreement shall not be deemed to constitute an assignment of any such Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ cost.

Consents to Assignment. To Except for the Real Estate Contracts, to the extent that any Contract, Broadcast Agreement, Trade Agreement or other contract identified in the assignment hereunder by the Seller Parties Disclosure Schedule that is to Purchaser of the rights be assigned under any Contract or Permit this Agreement is not permitted capable of being sold, assigned, transferred, delivered or is not permitted subleased without the waiver or consent of any other party to the Contract third person withholding same (including a government or grantor of the Permitgovernmental unit), or any regulatory authority, this Agreement shall not be deemed to constitute an assignment of any such Contract or Permit if such consent is not given or if such assignment otherwise sale, assignment, transfer, delivery or sublease or attempted sale, transfer, delivery or sublease would constitute a breach ofthereof or a violation of any law or regulation, or cause this Agreement and any assignment executed pursuant hereto shall not constitute a loss of contractual benefits or permitted rights undersale, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the saleassignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. Except for any consents required pursuant to a Real Estate Contract, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to Buyer of such contracts, Buyer may in its sole discretion elect to have this Agreement and delivery any assignments executed pursuant hereto, to the extent permitted by law, constitute an equitable assignment by Seller to Buyer of the Contractsall of Seller's rights, Permitsbenefits, title and interest in and to such contracts, and other Assets where necessary or appropriate, Buyer shall be deemed to Purchaser hereunderbe Seller's agent for the purpose of completing, if any such consent is not obtained or if such assignment is not permitted irrespective fulfilling and discharging all of consent Seller's rights and liabilities arising after the Closing hereunder is consummated, the Date under such contracts. Seller Parties shall cooperate with Purchaser in any use its reasonable arrangement designed by Purchaser best efforts to provide Purchaser Buyer with the benefits of such contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such contracts), and benefitsBuyer shall, subject to the obligationsextent Buyer is provided with the benefits of such contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ costcontracts.

Consents to Assignment. To the extent that the assignment hereunder by the Seller Parties to Purchaser of the rights under any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or Permit other contract identified in the Disclosure Schedule that is to be assigned under this Agreement is not permitted capable of being sold, assigned, transferred, delivered or is not permitted subleased without the waiver or consent of any other party to the Contract third person withholding same (including a government or grantor of the Permitgovernmental unit), or any regulatory authority, this Agreement shall not be deemed to constitute an assignment of any such Contract or Permit if such consent is not given or if such assignment otherwise sale, assignment, transfer, delivery or sublease or attempted sale, transfer, delivery or sublease would constitute a breach ofthereof or a violation of any law or regulation, or cause this Agreement and any assignment executed pursuant hereto shall not constitute a loss of contractual benefits or permitted rights undersale, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the saleassignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to Buyer of such contracts, Buyer may in its sole discretion elect to have this Agreement and delivery any assignments executed pursuant hereto, to the extent permitted by law, constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such contracts, and where necessary or appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contracts. Seller shall use its reasonable best efforts to provide Buyer with the benefits of such contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such contracts), and Buyer shall, to the extent Buyer is provided with the benefits of such contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such contracts. The Parties recognize, however, that the FCC licenses to be assigned under this Agreement may not be assigned without the prior approval of the Contracts, Permits, FCC and other Assets will not attempt to Purchaser hereunder, if any effectuate such consent is not obtained or if such an assignment is not permitted irrespective of consent and without the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ cost.FCC's prior approval. 6.8

Consents to Assignment. This Agreement does not constitute an agreement to assign a particular asset, right-of-way, easement, contract, agreement, Permit or Environmental Permit constituting TXU Gas Merger Assets or any claim or right or any benefit arising thereunder or resulting therefrom, except as represented and warranted herein. To the extent that the assignment hereunder by the Seller Parties to Purchaser Closing of the rights under any Contract Merger would cause TXU Gas to be in violation of a licensing or Permit is not permitted other law or is not permitted without the consent of any other party prohibition on assignment of that particular TXU Gas Merger Asset (herein called a "Transfer Requirement"), which is represented and warranted herein to be required or as to which no such representation or warranty is required herein, TXU Gas and LSG will use Reasonable Efforts to obtain before Closing all consents, waivers, authorizations and approvals that may be asserted by any Person to be required to permit the Contract or grantor Closing of the PermitMerger or the allocation of the TXU Gas Merger Assets, or any regulatory authorityclaim or right or benefit arising thereunder or resulting therefrom, this Agreement shall not without violating such Transfer Requirement. Nevertheless, if despite such Reasonable Efforts, TXU Gas is unable to satisfy such Transfer Requirement asserted by any Person to be deemed applicable to constitute an assignment the Closing of the Merger or necessary for the allocation of any such Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach ofTXU Gas Merger Asset, or cause a loss of contractual any claim or right or benefit arising thereunder or resulting therefrom by Closing then: (a) from and after the Closing, TXU Gas will deliver to LSG the revenues and other benefits or permitted rights under, any such Contract or Permitfrom, and Purchaser shall assume no pay the costs and expenses required to be paid with respect to, such TXU Gas Merger Asset, (b) LSG will reimburse TXU Gas for or discharge TXU Gas' obligations or liabilities thereunder. Any of to the Seller Parties shall advise Purchaser promptly in writing extent they are TXU Gas Merger Liabilities with respect to any Contract or Permit which it knowssuch TXU Gas Merger Asset, should know or has reason to know that it (c) upon LSG's written request, TXU Gas will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may be, including enforcement enforce for the benefit of Purchaser of LSG at LSG's sole cost and expense, any and all rights of TXU Gas against a third party with respect to such TXU Gas Merger Asset, and (d) LSG will indemnify and hold TXU Gas harmless with respect to any TXU Gas Merger Liabilities arising with respect to such TXU Gas Merger Asset, except to the Seller Parties against extent resulting from TXU Gas' gross negligence, willful misconduct or breach of this Agreement. Nothing in this Section 3.07 is intended to satisfy any other person arising out of breach or cancellation by such other person closing condition in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ costSection 8.01.

Consents to Assignment. To Promptly after the extent Execution Date, Sellers shall prepare and send notices to the holders of any required consents, approvals and authorizations (other than Customary Consents) that the assignment hereunder by the Seller Parties to Purchaser of the rights under any Contract or Permit is not permitted or is not permitted without are set forth on Schedule 4.12 requesting the consent of any other party or approval to the Contract or grantor of the Permittransactions contemplated by this Agreement. Sellers and Purchaser shall cooperate and use commercially reasonable efforts to cause such consents, or any regulatory authorityapprovals and authorizations (other than Customary Consents) that are set forth on Schedule 4.12 to be obtained and delivered prior to Closing, this Agreement provided that Sellers shall not be deemed required to constitute an assignment of make payments or undertake obligations to obtain the required consents, approvals or authorizations. In the event that any Required Consent is not waived, obtained, complied with or otherwise satisfied prior to the Closing Date, then in no event shall there be transferred at Closing any Asset for which a Required Consent has not been satisfied, obtained or waived. In cases in which the Asset subject to a Required Consent is a Contract and Purchaser is assigned the Lease(s) to which the Contract relates, but the Contract is not transferred to Purchaser due to any such Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach ofRequired Consent, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permit, (a) Sellers and Purchaser shall assume continue after Closing to use commercially reasonable efforts to obtain such Required Consent (provided that no Seller shall be required to make payments or undertake obligations or liabilities thereunder. Any to obtain the Required Consent) so that such Contract can be transferred to Purchaser upon receipt of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knowsRequired Consent, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under (b) the Contract or Permit, as the case may be, including enforcement shall be held by Sellers for the benefit of Purchaser, (c) Purchaser shall pay all amounts due thereunder, and (d) Purchaser shall be responsible for the performance of any obligations under such Contract to the extent that Purchaser has been transferred the Assets necessary to perform under such Contract until such Required Consent is obtained. In cases in which the Asset subject to any Required Consent is an Oil and all rights Gas Property and the Required Consent to the transfer of such Oil and Gas Property is not obtained by Closing, Purchaser may elect to treat the unsatisfied Required Consent as a Title Defect and receive the appropriate adjustment, if any, to the Unadjusted Purchase Price under Section 2.4 by giving Sellers written notice thereof in accordance with Section 3.2(a), except that such notice may be given up to the Closing Date. If an unsatisfied Required Consent with respect to which an adjustment to the Unadjusted Purchase Price is made under Section 3.2 is subsequently satisfied prior to the date of the Seller Parties against final adjustment to the Unadjusted Purchase Price under Section 8.4(b), then (i) Sellers shall be reimbursed in that final adjustment for the amount of any other person arising out of breach or cancellation by such other person in previous deduction from the case of a ContractUnadjusted Purchase Price, and(ii) the Lease, if requested by not previously transferred to Purchaser, shall be transferred, (iii) the Seller Parties provisions of this Section 3.3 shall act as no longer apply to such Required Consent. If an agent on behalf unsatisfied Required Consent with respect to which an adjustment to the Unadjusted Purchase Price is made under Section 3.2, is not satisfied prior to the date of Purchaser or as Purchaser the final adjustment to the Unadjusted Purchase Price under Section 8.4(b), then such Oil and Gas Property shall otherwise reasonably requirebe deemed to be (A) deleted from Exhibit A attached hereto, in each case at the Seller Parties’ cost(B) added to Schedule 1.1 attached hereto and (C) an Excluded Property for all purposes hereunder.

Consents to Assignment. To the extent that the assignment hereunder by the Seller Parties to Purchaser Notwithstanding any provision of the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party this Agreement to the Contract or grantor of the Permit, or any regulatory authoritycontrary, this Agreement shall not be deemed to constitute an assignment of agreement to assign any such Contract or Permit Authorization included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a party thereto, would constitute a Default thereof or in any way adversely affect the rights of the Buyer Parties thereunder. If such consent is not given obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that the applicable Buyer Party would not receive all such assignment otherwise would constitute a breach ofrights, or cause a loss of contractual each Seller will cooperate with such Buyer Party, in all reasonable respects, to provide to such Buyer Party the benefits or permitted rights under, under any such Contract Contract, Authorization or Permit, and Purchaser shall assume no obligations any claim or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may beright, including enforcement for the benefit of Purchaser such Buyer Party of any and all rights of the such Seller Parties against any other person a third Person thereto arising out of breach the Default or cancellation by such other person third Person or otherwise, and the applicable Buyer Party shall undertake, in all reasonable respects, the case of a burdens, liabilities, and obligations arising under any such Contract, andAuthorization or any claim or right, if requested by Purchaserand to hold Sellers harmless therefrom. If a consent to any Contract listed on Schedule 9.01 to the Sellers' Disclosure Letter (which schedule sets forth, with respect to the Contracts listed, the Seller aggregate maximum cost of purchasing the Assets leased thereunder and the aggregate maximum termination fees payable thereunder in connection with a purchase of such Assets) is not obtained, then the Buyer Parties shall, within 15 Business Days of the Closing Date, purchase the Assets leased under such Contract and shall bear the cost of the termination fees related to such purchase; provided that the Buyer Parties shall act as an agent on behalf not be obligated to purchase the Assets, or pay termination fees under, such Contracts if the aggregate purchase price of Purchaser the Assets or as Purchaser related termination fees under such Contracts exceeds the amounts set forth in Schedule 9.01 to the Sellers' Disclosure Letter. Nothing in this Section 9.01 shall otherwise reasonably require, in each case at affect the Seller Buyer Parties’ cost' rights under Sections 8.03 and 10.02 if any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement or any Other Transaction Document, to the extent that the Transfer to Purchaser of any asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the assignment hereunder full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Seller Parties to Purchaser of the rights under obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any Contract or Permit is not permitted or is not permitted without the consent of its Affiliates in connection with its use of any other party asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to the Contract or grantor of the Permit, or terminate any regulatory authority, this Agreement shall not contract to be deemed to constitute an assignment of any such Contract or Permit if such consent Transferred hereunder that is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permitprohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of bear any and all rights early termination expenses due under the terms of such contract in connection with the Seller Parties against any other person arising out exercise of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ costoption to terminate.

Consents to Assignment. To the extent that the assignment hereunder by the Prior to Closing, Seller Parties to Purchaser of the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party to the Contract or grantor of the Permit, or any regulatory authority, this Agreement shall not be deemed to constitute an assignment of any such Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation use commercially reasonable efforts to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is set forth in Schedule 4.1(x). Seller shall not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser be required to provide Purchaser with the rights and benefits, subject consideration or undertake obligations to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser the holders of any such consents other than as set forth in the instrument creating such consent right. Promptly after execution of this Agreement, Seller shall deliver by mail written requests for such consents to the holders thereof. If Seller fails to obtain a consent prior to the Closing, and all rights either (a) the failure to obtain such consent would cause the assignment of such Property to Buyer to be void, and the value of the affected Property is in excess of $10,000.00 or it would require an expenditure in excess of $10,000.00 to remedy the failure to obtain such consent, or (b) the failure to obtain such consent could reasonably be expected to cause Buyer to incur damages and/or costs and expenses in connection therewith in excess of $10,000.00, then, at the option of Buyer, (i) the portion of the Property subject to such failed consent shall constitute a Title Defect and Seller Parties against any other person arising out and Buyer shall have the rights and remedies set forth herein with respect thereto; provided, however, the Defect Deductible shall not apply to such remedies for such failed consent, or (ii) such portion of breach or cancellation the Properties subject to such failed consent shall be retained by Seller for the benefit of Buyer; provided that when such other person third party consent has been received, Seller acknowledges and agrees to transfer such portion of the Properties to Buyer; provided further that in the case event Seller shall be unable to obtain such third party consent, Seller shall nevertheless retain the affected interest in trust for the Buyer and transfer to Buyer all economic benefits attributable to the interest as of a Contract, and, if requested by Purchaser, and after the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ costEffective Time.

Consents to Assignment. To Section 5.4 of the extent Asset Purchase Agreement is hereby amended by inserting the following language at the end of the paragraph: "With respect to the specific Contracts, Leases and Governmental Authorizations that are Required Consents, if Parent is unable to obtain consent to the assignment hereunder prior to Closing, and Holdings elects in its sole discretion to waive its closing condition under Section 15.1.3 with respect to such consent, then: (a) the Contract, Lease or Governmental Authorization in question shall be deemed a Retained Asset and any obligation or liability arising therefrom shall be excluded from the Assumed Liabilities; (b) Parent shall continue to use its best efforts from and after Closing to obtain all required consent to assignment, and if such consent is ultimately obtained such Contract, Lease or Governmental Authorization shall no longer be a Retained Asset and shall be deemed a transferred Asset, and any obligation or liability arising thereunder from and after the Closing shall not be a Retained Liability, and shall be deemed to be an Assumed Liability, in either case to the same extent as if such Contract, Lease or Governmental Authorization were assigned at Closing (except that any liability or obligation arising out of or in connection with any breach thereof occurring after the Closing and prior to, at, or as a result of, the assignment thereof that is caused by the Seller Parties to Purchaser actions or inactions of the rights Sellers, and any obligation under any Contract this Section 5.4 in respect of such Contract, Lease or Permit is not permitted or is not permitted without the consent of any other party to the Contract or grantor of the PermitGovernmental Authorization, or any regulatory authority, this Agreement shall be a Retained Liability and shall not be deemed to constitute be an Assumed Liability); (c) Parent shall bear all costs of obtaining any such consent, and Parent will indemnify Holdings and its Subsidiaries for the aggregate amount of any costs, expenses, losses, or diminution or loss of value resulting from such consent to assignment not having been obtained prior to Closing; and (d) until such time as the consent is obtained, the parties shall use their best efforts to arrange and enter into mirror image purchase and sale arrangements, subleases, sublicenses, service agreements and other work-around arrangements in respect of any Contract or Lease so excluded; PROVIDED that to the extent, despite the exercise of best efforts, such arrangements cannot be entered into or would not place Holdings and its Subsidiaries in substantially the same economic position as if such Contract, Lease or Governmental Authorization were able to be assigned, Parent will indemnify Holdings and its Subsidiaries for the aggregate amount of any costs, expenses, losses, or diminution or loss of value resulting from the exclusion of any such Contract Contract, Lease or Permit if such consent is Governmental Authorization. "Notwithstanding any other provision of this Agreement, (i) Parent does not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, assume any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing obligation with respect to obtaining any Contract consents as may be required to assign the Labokay Agreements to a Permitted Affiliate Purchaser that is a disregarded entity for federal income tax purposes (as opposed to a corporation) ("Labokay Consents"), (ii) Parent shall have no obligation with respect to (A) any costs, expenses, losses or Permit which it knowsdiminution or loss of value resulting from any Labokay Consent not having been obtained prior to Closing or (B) any purchase and sales arrangements, should know subleases, sublicenses, service agreements or has reason to know that it will not receive any required consent. Without other work around arrangements in any way limiting connection with the Seller Parties’ obligation failure to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permitsany Labokay Consent, and other Assets to Purchaser hereunder(iii) if the Labokay Agreements are not transferred at Closing but are assigned thereafter, if any such consent is not obtained or if then upon such assignment is the Labokay Agreements shall not permitted irrespective of consent be a Retained Asset and shall be deemed a transferred Asset, and any obligation or liability arising thereunder from and after the Closing hereunder is consummatedshall not be a Retained Liability, the Seller Parties and shall cooperate with Purchaser be deemed to be an Assumed Liability, in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject either case to the obligations, under same extent as if the Contract Labokay Agreements were assigned at Closing (except that any liability or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person obligation arising out of or in connection with any breach thereof occurring after the Closing and prior to, at, or cancellation by such other person in the case of as a Contract, and, if requested by Purchaserresult of, the Seller Parties assignment thereof to Timber Co. or Louisiana Purchase Corporation that is caused by the actions or inactions of Sellers, and any obligation under this Section 5.4 in respect of the Labokay Agreements, shall act be a Retained Liability and shall not be deemed to be an Assumed Liability). "In the event that Holdings is able to obtain the Labokay Consents, it shall give notice of such fact to Parent. If such notice is not received by Parent by 5:00 p.m. CDT on Monday, October 25, 2004, then (a) Southern shall assign, at Closing, the Labokay Agreements to Timber Co. or to a corporation (the "Louisiana Purchase Corporation") to be formed by Holdings that will be a wholly owned direct or indirect Subsidiary of Timber Holdings, (b) Parent and Southern shall, at Closing, convey, assign, and transfer the remainder of their Louisiana Timberlands to Timber Co. or Louisiana Purchase Corporation, and (c) Timber Co. or Louisiana Purchase Corporation, as an agent on behalf applicable, shall assume, at Closing, the Assumed Liabilities in respect of Purchaser or as Purchaser shall otherwise reasonably requirethe Labokay Agreements and the other transferred Louisiana Timberlands, in each case at in accordance with the Seller Parties’ costterms of this Agreement. If the transfer is to Louisiana Purchase Corporation, Holdings shall cause Louisiana Purchase Corporation to form two wholly owned bankruptcy remote Subsidiaries which are disregarded entities for federal income tax purposes, and such Subsidiaries shall issue the portion of the Timber Notes which are attributable to the Timberlands transferred by Parent and Southern to Louisiana Purchase Corporation. Parent and Southern and Holdings shall reasonably cooperate with each other in order to cause the arrangements contemplated by the LC Commitment Letters to accommodate the foregoing structural changes."

Consents to Assignment. To the extent that the assignment hereunder by the Seller Parties to Purchaser of the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party Anything in this Agreement to the Contract or grantor of the Permit, or any regulatory authoritycontrary notwithstanding, this Agreement shall not be deemed to constitute an agreement to assign or transfer any Acquired Asset if an attempted assignment or transfer thereof, without the consent of any such Contract a third party thereto or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permitissuing Governmental Entity, as the case may be, including enforcement for would constitute a breach or default thereof, would result in a violation of the benefit of Purchaser rights of any and all such third party, would be ineffective, or would in any way adversely affect the rights of Seller or Buyer thereunder and such consent is not obtained at or prior to the Closing (a “Deferred Consent”). With respect to each Deferred Consent, (a) the Acquired Asset to which such Deferred Consent relates (a “Deferred Item”) shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) for a period of twelve (12) months after the Closing, Seller Parties against and Buyer shall, at Buyer’s expense, cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that Seller shall not be required to make any payments that are not reimbursed by Buyer or agree to any material undertakings in connection therewith; and (c) until such Deferred Consent is obtained or a replacement Contract is entered into by Buyer or an Affiliate of Buyer, Seller and Buyer shall, at Buyer’s expense, cooperate, in all reasonable respects, in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) Buyer would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits (net of the amount of any related Tax costs and any other person arising out Liabilities imposed on Seller or any of breach its Affiliates under the Deferred Item) and (ii) Buyer would assume any related economic burden (including the amount of any related Tax costs and any other Liabilities imposed on Seller or cancellation by such other person in any of its Affiliates) with respect to the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ costDeferred Item.

Consents to Assignment. To the extent that the assignment hereunder by the Seller Parties to Purchaser of the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party Anything in this Agreement to the Contract or grantor of the Permit, or any regulatory authoritycontrary notwithstanding, this Agreement shall not be deemed to constitute an assignment of agreement to assign or transfer any such Contract asset, agreement, lease, authorization, license or Permit if such consent is not given or if such assignment otherwise would constitute a breach ofpermit, or cause any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a loss of contractual benefits third party thereto or permitted rights under, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly issuing Governmental Entity (as defined in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or PermitSection 2.4(b)), as the case may be, including enforcement for would constitute a breach or default thereof, would result in a violation of the benefit of Purchaser rights of any such third party or would otherwise be ineffective. If such consent (a “Deferred Consent”) is not obtained as of the Closing Date, then (a) the asset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (a “Deferred Item”) shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, the Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that Buyer shall reimburse Sellers to the extent Sellers are required to make any payments, and no Seller shall be required to agree to any material undertakings, in connection therewith, and (c) until such Deferred Consent is obtained, the Sellers and Buyer shall cooperate, in all reasonable respects, in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) Buyer would obtain (without infringing upon the legal rights of any third party) the Seller Parties against economic claims, rights and benefits (net of the amount of any related Tax costs and any other person arising out liabilities or obligations imposed on the Sellers or any of breach their Affiliates under the Deferred Item) and (ii) Buyer would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or cancellation by such other person in obligations imposed on the case Sellers or any of a Contract, and, if requested by Purchasertheir Affiliates) with respect to the Deferred Item. For purposes of this Agreement, the Seller Parties term “Affiliate” shall act as an agent on behalf have the meaning assigned to it in Rule 12b-2 of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ costSecurities Exchange Act of 1934.

Consents to Assignment. To Promptly after execution of this Agreement, Seller shall cause the extent that Partnership to contact all third Persons who Seller reasonably believes may hold an enforceable Consent to Assignment affecting a Property, which would be triggered by reason of the Transaction. Seller shall cause the Partnership to provide such third Persons with the documentation required under existing agreements and to use reasonable efforts to persuade them to consent to the assignment hereunder by to Buyer of Seller's interest in the Seller Parties to Purchaser of Partnership and the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party to the Contract or grantor of the PermitSubsidiaries; provided, or any regulatory authorityhowever, this Agreement that Buyer shall not be deemed required to constitute an pay any funds, offer any concessions, amend any existing agreement or resolve any disputed issues as a requisite of obtaining a consent to any assignment. Seller shall provide reasonable advance notice to Buyer of the Properties and interests therein for which third Persons may be requested to consent to the assignment of the Partnership's interest to Buyer, and Seller shall keep Buyer reasonably apprised of the status of dealings with such third Persons. If Buyer believes that any such Contract or Permit if third Person does not hold a valid and enforceable Consent to Assignment that would be triggered by the Transaction, Buyer must immediately provide Seller with notice of Buyer's objection to any proposed request for such third Person's consent is not given or if such to Seller's assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permitto Buyer, and Purchaser in such case, the Parties shall assume no obligations negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Consent to Assignment. Similarly, if Buyer believes that other valid and enforceable Consents to Assignment exist that are not on the notices sent to Buyer by Seller, then without limitation of Buyer's other remedies hereunder, Buyer shall promptly send notice to Seller, and the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Consents to Assignment. Seller shall use reasonable efforts to obtain before Closing all required consents to the assignment of its interests in the Subsidiaries and the Partnership to Buyer hereunder. Seller shall provide Buyer with prompt notice whenever any third party consents or liabilities thereunderrefuses to consent to Seller's assignment of its interest in the Subsidiaries or the Partnership. Any If ten (10) days before the Closing Date, Seller has not obtained a required consent to assignment of its interests in the Subsidiaries or the Partnership that reduces the value of the Seller Parties shall advise Purchaser promptly Subsidiaries' or the Partnership's interests in writing with respect a Property, then Buyer may assert that Consent to any Contract or Permit which it knows, should know or has reason Assignment as a Title Defect to know that it will not receive any required consentthe Property so affected. Without in any way limiting the Seller Parties’ obligation In determining whether a failure to obtain all consents necessary for a required consent to assignment reduces the sale, transfer, assignment and delivery value of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained Subsidiaries' or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummatedPartnership's interests in a Property, the Seller Parties following standards shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ cost.control:

Consents to Assignment. To Promptly after execution of this Agreement, ---------------------- Seller shall cause the extent that Partnership to contact all third Persons who Seller reasonably believes may hold an enforceable Consent to Assignment affecting a Property, which would be triggered by reason of the Transaction. Seller shall cause the Partnership to provide such third Persons with the documentation required under existing agreements and to use reasonable efforts to persuade them to consent to the assignment hereunder by to Buyer of Seller's interest in the Seller Parties to Purchaser of Partnership and the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party to the Contract or grantor of the PermitSubsidiaries; provided, or any regulatory authorityhowever, this Agreement that Buyer shall not be deemed required to constitute an pay any funds, offer any concessions, amend any existing agreement or resolve any disputed issues as a requisite of obtaining a consent to any assignment. Seller shall provide reasonable advance notice to Buyer of the Properties and interests therein for which third Persons may be requested to consent to the assignment of the Partnership's interest to Buyer, and Seller shall keep Buyer reasonably apprised of the status of dealings with such third Persons. If Buyer believes that any such Contract or Permit if third Person does not hold a valid and enforceable Consent to Assignment that would be triggered by the Transaction, Buyer must immediately provide Seller with notice of Buyer's objection to any proposed request for such third Person's consent is not given or if such to Seller's assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permitto Buyer, and Purchaser in such case, the Parties shall assume no obligations negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Consent to Assignment. Similarly, if Buyer believes that other valid and enforceable Consents to Assignment exist that are not on the notices sent to Buyer by Seller, then without limitation of Buyer's other remedies hereunder, Buyer shall promptly send notice to Seller, and the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Consents to Assignment. Seller shall use reasonable efforts to obtain before Closing all required consents to the assignment of its interests in the Subsidiaries and the Partnership to Buyer hereunder. Seller shall provide Buyer with prompt notice whenever any third party consents or liabilities thereunderrefuses to consent to Seller's assignment of its interest in the Subsidiaries or the Partnership. Any If ten (10) days before the Closing Date, Seller has not obtained a required consent to assignment of its interests in the Subsidiaries or the Partnership that reduces the value of the Seller Parties shall advise Purchaser promptly Subsidiaries' or the Partnership's interests in writing with respect a Property, then Buyer may assert that Consent to any Contract or Permit which it knows, should know or has reason Assignment as a Title Defect to know that it will not receive any required consentthe Property so affected. Without in any way limiting the Seller Parties’ obligation In determining whether a failure to obtain all consents necessary for a required consent to assignment reduces the sale, transfer, assignment and delivery value of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained Subsidiaries' or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummatedPartnership's interests in a Property, the Seller Parties following standards shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ cost.control:

Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be an Acquired Asset is (a) prohibited by any applicable Law or (b) would require any authorizations, approvals, consents or waivers from a Third Party or Governmental Entity and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such asset; provided that nothing in this Section 1.5 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article V have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, Seller shall use commercially reasonable efforts to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, (i) Seller will comply with the terms of, and will not amend, transfer, let lapse or terminate, the applicable asset without Buyer’s written consent and (ii) the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset, including, at Buyer’s request and expense, reasonably assisting Buyer in obtaining the issuance or reissuance of any of Seller’s Environmental Permits that are not transferable and/or obtaining authorization for Buyer to operate pursuant to Seller’s Environmental Permits in lieu of or pending the transfer, issuance or reissuance of such Environmental Permits, and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the assignment hereunder by benefits pursuant to this Section 1.5 of any Contract, Buyer shall (x) perform for the Seller Parties to Purchaser benefit of the rights under any Contract or Permit is not permitted or is not permitted without other parties thereto the consent obligations of any other party to the Contract or grantor of the Permit, Seller or any regulatory authority, this Agreement shall not be deemed to constitute an assignment affiliate of Seller thereunder and (y) satisfy any such Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing related Liabilities with respect to any such Contract that, but for the lack of an authorization, approval, consent or Permit which it knowswaiver to assign such obligations or Liabilities to Buyer, should know would be Assumed Liabilities. Once authorization, approval, consent or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary waiver for the sale, assignment, transfer, assignment and conveyance or delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is asset not obtained sold, assigned, transferred, conveyed or if such assignment is not permitted irrespective of consent and delivered at the Closing hereunder is consummatedobtained, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser assign, transfer, convey and deliver such asset to provide Purchaser with the rights and benefits, subject Buyer at no additional cost to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ costBuyer.

Consents to Assignment. To the extent that the assignment hereunder by the Seller Parties to Purchaser of the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party Anything in this Agreement to the Contract or grantor of the Permit, or any regulatory authoritycontrary notwithstanding, this Agreement shall not be deemed to constitute an agreement to assign or transfer any contract, agreement, commitment or lease identified on Schedule 1.5 attached hereto (each, a “Specified Contract”) if an attempted assignment or transfer thereof without the Consent of any such Contract a Governmental Entity or Permit if such consent is other third party thereto not given or if such assignment otherwise obtained prior to the Closing would constitute a breach ofor default thereof, would result in a violation of the rights of any such third party, would violate applicable law, is cancelable by a third party in the event of an assignment, or cause a loss of contractual benefits or permitted rights under, would otherwise be ineffective (provided that this Section 1.5 shall not effect whether any such Specified Contract shall be deemed to be an Acquired Asset or PermitAssumed Liability for any other purposes under this Agreement). If such Consent (a “Deferred Consent”) is not obtained prior to the Closing (a) the Specified Contract to which such Deferred Consent relates (a “Deferred Specified Contract”) shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing through the date that is twelve (12) months after the Closing Date, the Parties will cooperate, in all reasonable respects, and Purchaser use their respective reasonable best efforts to obtain such Deferred Consent as soon as practicable; provided, that Seller shall assume no obligations not be required to make any material payments or liabilities thereunder. Any agree to any material undertakings in connection therewith, and (c) from and after the Closing through the date that is twelve (12) months after the Closing Date, the Parties shall cooperate, in all reasonable respects and at Buyer’s expense, in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) Buyer would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits (net of the amount of any related Tax costs and any other liabilities or obligations imposed on Seller Parties shall advise Purchaser promptly in writing or any of its Affiliates under the Deferred Specified Contract) with respect to such Deferred Specified Contract and (ii) Buyer would assume any Contract related economic burden (including the amount of any related Tax costs and any other liabilities or Permit which obligations imposed on Seller or any of its Affiliates) and be responsible for, and would pay, perform and discharge when due, all liabilities and obligations of Seller with respect to such Deferred Specified Contract. For purposes of this Agreement, the term “Affiliate” shall have the meaning assigned to it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery Rule 12b-2 of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective Securities Exchange Act of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ cost1934.

Consents to Assignment. To the extent that the assignment hereunder by the Seller Parties to Purchaser of the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party to the Contract or grantor of the Permit, or any regulatory authority, this Agreement Sellers shall not be deemed to constitute an assignment of any such Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation use all reasonable efforts to obtain all necessary Consents from Third Parties to assign the Transferred Interests. Notwithstanding anything herein to the contrary, no Seller shall be liable for failure to obtain any such consents necessary for or waivers. At Closing, Sellers shall notify Buyers in writing of all such required non-governmental third-party Consents to the sale, transfer, assignment and delivery of the ContractsTransferred Interests to Buyers which have not been obtained and the Properties to which they pertain. In no event shall there be included in the Assignment at Closing the Transferred Interest in any Property subject to an unsatisfied consent requirement that would be triggered by the purchase and sale contemplated by this Agreement and provides that transfer of the Property without consent will result in a termination or other material impairment of any rights in relation to such Property (a “Consent Requirement”). In cases where the Transferred Interest subject to such a Consent Requirement is a Contract and Buyers are assigned the Transferred Interests in the Properties to which the Contract relates, Permitsbut the Transferred Interest in the Contract is not transferred due to the unwaived Consent Requirement, Sellers shall use commercially reasonable efforts after Closing to obtain the applicable consent so that the Transferred Interest in such Contract can be transferred to Buyers upon receipt of such consent. In cases where the Property subject to a Consent Requirement is a Property and other Assets to Purchaser hereunder, if any such the applicable consent is not obtained on or if such assignment is not permitted irrespective of consent and prior to the Closing hereunder Date, Buyers may elect to exclude such Transferred Interest from the Properties for purposes of Closing, in which event the Purchase Price payable at Closing shall be reduced by an amount equal to the Allocated Value of such Transferred Interest in such Property. If such an unsatisfied Consent Requirement for which a Purchase Price adjustment is consummatedmade is subsequently satisfied prior to the date of the determination of the final adjustment to the Purchase Price under Section 1.7(b), Sellers shall receive an additional upward adjustment to the Purchase Price in the final adjustments made under Section 1.7(b) equal to the amount of the previous reduction in the Purchase Price on account of the Consent Requirement. Within two days of the Final Settlement Date, Sellers shall assign to Buyers using the form attached hereto as Exhibit C, to the extent previously unassigned, the Seller Parties shall cooperate with Purchaser Transferred Interest in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, each Property subject to an aforementioned Consent Requirement that was subsequently satisfied prior to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ costFinal Settlement Date.