Common use of Consents Clause in Contracts

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit.

Consents. Anything in this Agreement to Without limiting the contrary notwithstandinggenerality of Section 5.3 hereof, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations each of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller parties hereto shall use commercially reasonable efforts to enter into obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such arrangements information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including subleasing any such contract or subcontracting if permittedagreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a manner that mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would not require any Deferred Consent to provide obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the parties WCAS Subs or the economic Division Subsidiaries, or under which WIN and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller its Subsidiaries would enforce for the benefit of the Buyer WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of all claims WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or rights arising thereunder relating to the post-Closing period, its Subsidiaries shall not be materially and the performance by the Buyer adversely affected as a result of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide providing such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitbenefits.

Consents. Anything (a) Except for those Consents designated as Nonmaterial Consents on Part 2.10(b), Part 2.10(a) sets forth a complete and accurate list prepared by Seller of all Consents required to consummate the Contemplated Transactions, including those Consents required to assign the Seller Contracts and the Governmental Permits to the Buyer on the Closing Date ("Material Consents"). If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), Buyer may waive in a signed writing the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain the Material Consents; or (ii) elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party or thereunder). Once a Governmental Entity would constitute Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect the rights or obligations of the Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closingdate of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) Part 2.10(b) sets forth a full and complete list prepared by Seller of those Consents (other than Material Consents) required to consummate the Contemplated Transactions, including those Consents required to assign the Seller Contracts and the Buyer will use commercially reasonable efforts Governmental Permits (to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (cextent assignable) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer on the benefits under Closing Date ("Nonmaterial Consents"), to which Buyer has consented to designation as a nonmaterial Consents. If there are any Nonmaterial Consents which have not yet been obtained (or otherwise are not in full force and effect) as of the Deferred Item Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Deferred Consent relates Nonmaterial Consents were not obtained (or otherwise are not in a manner that would not require any Deferred Consent full force and effect) (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing "Restricted Nonmaterial Contracts"), whether to: (i) except for any obligations accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any breach of any representation, warranty, covenant or agreement other document related to the consummation of the Seller in this Agreement). In particularContemplated Transactions shall constitute a sale, in the event that any assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Deferred Consent is not obtained prior to the ClosingRestricted Nonmaterial Contract, then the Buyer and the (B) Seller shall use commercially reasonable efforts to enter into retain such arrangements (including subleasing Restricted Nonmaterial Contract and all Liabilities arising therefrom or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthereto.

Consents. Prior to and after the Time of Distribution, Conexant and Washington will, and will cause the Conexant Subsidiaries and the Washington Subsidiaries, respectively, to, use their commercially reasonable efforts (as requested by the other party) to obtain, or to cause to be obtained, all Consents necessary for the transfer of all Assets, Subsidiaries and Liabilities contemplated to be transferred pursuant to this Article II; provided, however, that none of Conexant (or any of the Conexant Subsidiaries) or Washington (or any of the Washington Subsidiaries) shall be obligated to pay any consideration or offer or grant any financial accommodation in connection therewith. Anything in this Agreement contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, Permit if an assignment or attempted assignment or transfer thereof, of the same without the consent Consent of a third any other party or a Governmental Entity parties thereto or other required Consent would constitute a breach thereof or of any applicable law or in any way adversely affect impair the rights or obligations of any member of the Buyer, Conexant Group or the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”)Washington Group thereunder. If any such required consent Consent is not obtained or if an attempted assignment would be ineffective or would impair any rights of either Group under any such Contract or Permit so that the contemplated assignee hereunder (the "Recipient Party") would not receive all such consentrights, a “Deferred Consent”), then, in each such case, then (ax) the Deferred Item shall be withheld from sale pursuant party contemplated hereunder to this Agreement without any reduction in assign such Contract or Permit (the Closing Date Consideration or any Contingent Payments, (b"Assigning Party") from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Assigning Party to cooperate pay any consideration or offer or grant any financial accommodation) to seek provide or cause to obtain be provided to the Recipient Party the benefits of any such Deferred Consent as soon as practicable after Contract or Permit and the Closing Assigning Party will promptly pay or cause to be paid to the Recipient Party when received all moneys and properties received by the Assigning Party with respect to any such Contract or Permit and (cy) until to the extent that the Recipient Party receives the benefits of such Deferred Consent is Contract or Permit, the Recipient Party will pay, perform and discharge on behalf of the Assigning Party all of the Assigning Party's Liabilities thereunder in a timely manner and in accordance with the terms thereof. If and when such Consents are obtained, the Seller and transfer of the Buyer will use commercially reasonable efforts to cooperate to provide to applicable Contract or Permit shall be effected as promptly following the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Time of Distribution as shall be practicable in a manner that would not require any Deferred Consent (accordance with the Buyer entitled to all terms of this Agreement. To the benefits extent that any transfers and subject to all the Liabilities thereunder (as Assumed Liabilities) arising assumptions contemplated by this Article II shall not have been consummated on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage Time of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representationDistribution, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties shall cooperate to effect such transfers as promptly following the economic and operational equivalent Time of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or Distribution as shall be responsible for, the successful maintenance or renewal of any Transferred Permitpracticable.

Consents. Anything in (i) The Company shall have obtained written consent to the consummation of the transactions contemplated by this Agreement and waivers of all rights to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), thenterminate and impose other conditions, in each such casecase in connection with the consummation of the transactions contemplated by this Agreement, with respect to the following agreements: (aA) the Deferred Item agreement set forth in Section 7.2(f)(i)(A) of the Company Disclosure Schedule, which consent shall be withheld from sale pursuant to this Agreement without any reduction change in any term of the underlying agreement; (B) the agreement set forth in Section 7.2(f)(i)(B) of the Company Disclosure Schedule, which consent shall be without any material change to the underlying agreement; (C) any agreement that the Company executes and delivers following the date hereof and that satisfies the conditions set forth in the Closing Date Consideration or following clause (ii)(X) of this Section 7.2(f), which consent shall be without any Contingent Payments, (b) from and after material change to the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing respective underlying agreement; and (cD) until such Deferred Consent is obtainedany agreement that the Company executes and delivers following the date hereof and that satisfies the condition set forth in the following clause (ii)(Y) of this Section 7.2(f), the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide which consent shall be without any material change to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and respective underlying agreement; (ii) without limiting Parent shall be reasonably satisfied that: (X) the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement Person listed in Section 7.2(f) (ii)(X) of the Seller Company Disclosure Schedule is willing to execute and deliver a definitive agreement with the Company that does not differ in this Agreement). In particular, any material respect from the terms set forth in the event that any respective agreement with such Deferred Consent is not obtained prior to Person identified in Section 7.2(f)(ii)(X) of the ClosingCompany Disclosure Schedule, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller except for the benefit changes expressly identified in such Section 7.2(f)(ii)(X) of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, Company Disclosure Schedule; and the performance by the Buyer (Y) each of the obligations thereunder on a prompt Persons listed in Section 7.2(f)(ii)(Y) of the Company Disclosure Schedule are willing to execute and punctual basis. Nothing deliver definitive agreements with the Company that do not differ in this Agreement any material respect from the terms set forth in the respective agreements with such Persons identified in Section 7.2(f)(ii)(X) of the Company Disclosure Schedule; and (including iii) the Company shall have obtained all Governmental Authorizations set forth in this Section 1.107.2(f)(iii) of the Company Disclosure Schedule and such Governmental Authorizations shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Personremain in full force and effect. For the avoidance purposes of doubtthis clause (f), neither the Seller nor any of its Affiliates "material" changes or differences to an agreement shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach any adverse change to any of the Seller’s representationsmaterial terms of such agreement, warranties or covenants hereunder) other than including, without limitation, the undertaking number of product releases (except where de minimus to use commercially such agreement in Parent's reasonable efforts judgment), territory (except where de minimus to obtain or provide the same set forth such agreement in this Section 1.10Parent's reasonable judgment), royalty rates, guaranteed minimum payments, distribution channels (except where de minimus to such agreement in Parent's reasonable judgment), license scope (except where de minimus to such agreement in Parent's reasonable judgment), and minimum advertising/marketing requirements. For the avoidance With respect to changes to non-material terms of doubtan agreement, neither the Seller nor any of its Affiliates warrants, or whether such changes are deemed to be "material" shall be responsible formeasured with respect to that agreement alone, and not with respect to the successful maintenance Company or renewal of any Transferred Permitbusiness unit taken as a whole.

Consents. Anything in this Agreement to (a) To the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer extent that any Transferred Asset Contracts are not assignable or any claimif such an assignment, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity undertaking otherwise would constitute a breach thereof or in any way adversely affect cause a loss of benefits thereunder, without the rights consent, waiver or obligations approval of the Buyer, another Person (other than the Seller or any Selling Subsidiary thereunder Affiliate thereof), the following shall apply: If Purchaser refuses to accept one or violate more Transferred Contracts for which a Third Party Consent has not been received, the Parties shall deem such Transferred Contracts to be Excluded Assets hereunder until such time as a Third Party Consent has been received; provided, that the provisions of clause (c) of this Section 6.11 shall apply to such Contract until such time as such Contract becomes a Transferred Contract hereunder. If Purchaser agrees to waive the need for a Third Party Consent for one or more Transferred Contracts, Purchaser shall be deemed to have assumed the risk associated with, and obligations under, such Transferred Contracts, and such agreements shall be assigned pursuant to this Agreement. In such event, Purchaser agrees that: (i) Seller and its respective Affiliates shall not have any applicable Law (Liability whatsoever to Purchaser arising out of or relating to the failure to obtain any such Third Party Consent or because of the termination of any such Transferred Asset, claim, right or benefit, Contract as a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time result thereof; and (ii) without limiting no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (A) the Seller’s liability under Article V for failure to obtain a Third Party Consent , or (B) any breach Claim commenced or threatened by or on behalf of any representation, warranty, covenant Person arising out of or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior relating to the Closingfailure to obtain a Third Party Consent or from such terminated Transferred Contract. (b) For the period beginning on the Closing Date and ending on a date to be mutually agreed by the Parties, then but in any event no later than the Buyer Wind-Down Deadline, at Purchaser’s request and to the extent a Third Party Consent has not yet been obtained, Seller shall use commercially reasonable efforts to enter into cooperate with Purchaser in obtaining any such arrangements Third Party Consent; provided that such commercially reasonable efforts shall not include any requirement that a Seller or any of its Affiliates, unless the costs thereof are advanced by Purchaser, commence or defend any litigation, offer or grant any accommodation (including subleasing financial or subcontracting if permittedotherwise) to any third party or expend any money for third party costs or legal fees. (c) For the period beginning on the Closing Date and ending on a date to be mutually agreed by the Parties, but in any event no later than the Wind-Down Deadline, to the extent that a manner that would Third Party Consent with respect to a Transferred Contract has not require been obtained on or prior to the Closing, (i) Seller shall, at Purchaser’s request, cooperate with the Purchaser in any Deferred Consent commercially reasonable arrangement designed to provide Purchaser after the Closing with the respective benefits and burdens which Purchaser would have respectively enjoyed and been subject to, in each case, with respect to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred AssetContracts, including (including, without limitation, and at the Buyer’s cost and expense) for the account of Purchaser, enforcement by the Seller for the benefit of the Buyer Purchaser of all claims rights of Seller under such Transferred Contracts against any other party thereto arising out of a breach by such other party or rights arising thereunder relating otherwise, (ii) Purchaser shall perform the obligations of Seller under such Transferred Contracts, without, as between Purchaser and Seller, further consideration therefor and (iii) Seller shall, without further consideration therefor, pay, assign and remit to Purchaser promptly all monies and, to the post-Closing periodextent permitted, all other benefits and consideration received or realized by Seller in respect of Purchaser’s performance under the performance by Transferred Contract, (iv) when the Buyer Transferred Contract shall become assignable, Seller shall promptly assign the Transferred Contract to Purchaser without the payment of any further consideration therefor and (v) until the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) Transferred Contract shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any be so assigned, Seller shall not amend the Transferred Contract or other modification waive any right thereunder without the prior written consent of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitPurchaser.

Consents. Anything Within five (5) days following the execution and delivery of this Agreement, the ▇▇▇▇▇-▇▇▇▇ Parties will provide written notice in this Agreement form and substance reasonably satisfactory to Buyer to any persons under any Lease or Contract requiring a right to consent to the contrary notwithstandingconveyance of any Properties hereunder, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereofincluding, without the consent limitation, those set forth on Schedule 3.01(d). Upon receipt of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyernotice hereunder, the Seller or any Selling Subsidiary thereunder or violate any applicable Law ▇▇▇▇▇-▇▇▇▇ Parties will notify Buyer within two (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, 2) business days of (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration requested consents which are denied, or any Contingent Payments, (b) from the lapse of requisite time periods for such consents to be given and after the Closingreceived, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and together with a summary of which required consents, if any, remain outstanding. However, five (c5) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder days prior to the Closing Date, if the requisite time for such consent has not elapsed and the consent is not waived, the ▇▇▇▇▇-▇▇▇▇ Parties or any act or omission prior Buyer may exclude the affected Properties from the assets and properties to the Closing that would have constituted which ▇▇▇▇▇-▇▇▇▇ FB/M Successor of Pillar FB/M Successor succeeds as a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement result of the Seller in this Agreement). In particularMergers, in adjust the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement Purchase Price downward by the Seller for the benefit Allocated Value of the Buyer of all claims or rights arising thereunder relating to the post-Closing periodsuch Properties, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) such affected Properties shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be Excluded Assets; provided, further, however, that if the required consent is obtained within ninety (90) days after Closing, the affected Properties will be deemed to have been included in the Properties to which ▇▇▇▇▇-▇▇▇▇ FB/M Successor of Pillar FB/M Successor succeeded as a breach result of the Seller’s representations, warranties or covenants hereunder) other than Mergers as of the undertaking effective time of the Mergers (and to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible forextent requested by Buyer, the successful maintenance parties shall execute such amendments to the articles of merger or renewal execute and deliver such conveyances as may be necessary to accomplish such result), and Buyer will pay for the Allocated Value thereof to ▇▇▇▇▇-▇▇▇▇ Holdings and Pillar Holdings (subject to other adjustments provided herein), within thirty (30) days of any Transferred Permitwritten notice by the ▇▇▇▇▇-▇▇▇▇ Parties to Buyer that such consent has been waived (with a copy of the evidence thereof).

Consents. Anything (a) If there are any orders, permits, consents, approvals or other authorizations (“Consents”) set forth in Section 7.4 of the Seller’s Disclosure Schedule that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Transferred Asset as to which such Consents were not obtained (or otherwise not in full force and effect) (the “Restricted Assets”), Purchaser may waive the closing conditions as to any such Consent and elect to have Seller continue its efforts to obtain the Consents. (b) If Purchaser elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, notwithstanding Section 2.1 and Section 3.1 hereof, neither this Agreement nor the Assignment Agreement nor any other document related to the contrary notwithstanding, consummation of the transactions contemplated by this Agreement shall not constitute a sale, assignment, assumption, transfer, conveyance or delivery or an agreement attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Assets, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to assign or transfer obtain the Consent relating to each Restricted Asset as quickly as practicable. Pending the obtaining of such Consents relating to any Transferred Restricted Asset, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of the Restricted Asset for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Purchaser of any and all rights of Seller against a third party or thereunder) and designed to have the expenses and services related thereto to be performed by Purchaser. Once a Governmental Entity would constitute Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect Restricted Asset is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Asset to Purchaser, and Purchaser shall assume the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Asset assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Purchaser from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts date of assignment to cooperate Purchaser pursuant to seek a special-purpose Assignment Agreement substantially similar in terms to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement those of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements Assignment Agreement (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to which special-purpose agreement the parties the economic shall prepare, execute and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (deliver in good faith at the Buyer’s time of such transfer, all at no additional cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitPurchaser).

Consents. Anything (a) Schedule 2.7 sets forth the third party consents necessary for the assignment and transfer of Seller Contracts to Buyer or otherwise necessary for the consummation of the transactions contemplated in this Agreement to and the contrary notwithstandingRelated Documents, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the including whether such consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law is material (any such Transferred Asset, claim, right or benefiteach, a “Deferred ItemMaterial Consent”) or non-material (each, a “Nonmaterial Consent”). If any of the Material Consents or Nonmaterial Consents have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such required consent is Material Consents or Nonmaterial Consents were not obtained (such consent, a or otherwise are not in full force and effect) (the “Deferred ConsentRestricted Contracts”), then, Buyer (in each its sole discretion) may waive the closing conditions as to any such case, Material Consent or Nonmaterial Consents and either: (ai) elect to have Seller continue its efforts to obtain the Deferred Item shall be withheld from sale pursuant Material Consents and Nonmaterial Consents; or (ii) elect to this Agreement without any reduction in the Closing Date Consideration have Seller retain that Restricted Contract and all Liabilities arising therefrom or any Contingent Payments, relating thereto. (b) If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment Agreement nor any other document related to the consummation of the Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, the parties shall use their best efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Contract requiring Material Consent, and at Buyer’s request the Nonmaterial Consent to each Restricted Contract requiring a Nonmaterial Consent, as quickly as practicable. Pending the obtaining of such Material Consents or Nonmaterial Consent (as the case may be) relating to any Restricted Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use as well as all obligations of the Restricted Contract for its term (or any right or benefit or obligation arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Material Consent or Nonmaterial Consent (as the case may be) for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the Closing, the Seller and the date of assignment to Buyer will use commercially reasonable efforts pursuant to cooperate a special-purpose assignment agreement substantially similar in terms to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement those of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements Assignment Agreement (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to which special-purpose agreement the parties the economic shall prepare, execute and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (deliver in good faith at the Buyer’s cost and expense) enforcement by the Seller for the benefit time of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permittransfer).

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into obtain all necessary consents from Third Parties prior to Closing (other than approvals from any Governmental Authority that are customarily obtained after Closing) and Purchaser shall assist Seller with such arrangements (including subleasing or subcontracting if permitted) in efforts. To the extent such consents are not obtained prior to Closing and would, as a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent result of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so obtain such consent, either give rise to a claim for damages, invalidate (or give rise to a right to invalidate) a transfer or under a reasonable prudent operator standard operate to interfere materially with the operation, ownership, value or use of the Assets (a “Material Consent”), then such failure shall notconstitute a Title Defect as to that portion of the Assets affected thereby and the Title Defect Value for the affected portion of the Assets shall be agreed to by the Parties or otherwise determined by an Independent Expert. In all other cases, such unobtainable consents shall not constitute Title Defects. In the event a Material Consent cannot be obtained by Seller, the Parties shall work together in a good faith effort to arrive at a mutually acceptable resolution prior to Closing. (b) If at or before Closing a Material Consent has not been obtained and the Parties have not otherwise agreed upon a mutually acceptable adjustment to the Purchase Price or other resolution, Purchaser shall have the right to elect to have the affected Asset excluded from the sale hereunder, to deem each such Asset an Excluded Asset and, subject to the provisions of itselfSection 3.04(d), to have the Purchase Price reduced by an amount equal to any undisputed portion of the value of the affected Asset. Thereafter, subject to Section 3.04(d), upon agreement of the Parties of the Title Defect Value, then any difference between such agreed upon Title Defect Value and the adjustment to the Purchase Price made at Closing, as provided above, shall by paid by Seller to Purchaser. The foregoing notwithstanding, if such Material Consent is acquired from the Third Party within ninety (90) days after the Closing, then subject to the other provisions of this Agreement, such Asset will no longer be deemed an Excluded Asset and instead will be promptly sold or conveyed by Seller to be a breach Purchaser hereunder for the Allocated Value of the Seller’s representations, warranties or covenants hereunder) other than the undertaking such Asset subject to use commercially reasonable efforts to obtain or provide the same set forth in any Purchase Price adjustments allowed by this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitAgreement.

Consents. Anything Nothing in this Agreement to the contrary notwithstanding, this Agreement shall not constitute be construed as an agreement attempt by Sellers to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, Non-Assignable Contract without the consent necessary notice to or consent, authorization or approval of a third the other party or a Governmental Entity would constitute a breach thereof or in any way adversely affect parties thereto. Sellers shall, during the rights or obligations remaining term of the Buyereach Non-Assignable Contract, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate (a) obtain the consent of the applicable third party, (b) to seek the extent not prohibited by such Non-Assignable Contract, make the benefits of each such Non-Assignable Contracts available to obtain such Deferred Consent as soon as practicable after Purchaser following the Closing so long as Purchaser fully cooperates with Sellers, promptly reimburses Sellers for all payments made by Sellers in connection therewith and fully performs when due all obligation of any Seller thereunder in accordance with the terms of such Non-Assignable Contract, and (c) until enforce following the Closing, at the request of Purchaser and at the expense and for the account of Purchaser, any right of Sellers arising from such Deferred Consent is obtainedNon-Assignable Contracts against the other party or parties thereto (including the right to terminate any such Non-Assignable Contract in accordance with the terms thereof). Sellers acknowledge and agree that for purposes of obtaining the consents of the applicable third parties to the assignment of the Non-Assignable Contracts, it shall be deemed commercially reasonable for the applicable Seller and the Buyer will use to remain liable for its obligations under a Non-Assignable Contract if Purchaser has used its commercially reasonable efforts to cooperate assist Seller in getting released from such liability, but notwithstanding such efforts the applicable third party will not agree to provide such release. As between Sellers and Purchaser, Purchaser will be deemed to the Buyer have assumed Sellers’ performance of obligations for any such Non-Assignable Contract as an Assumed Liability provided Sellers have made the benefits under the Deferred Item of such Non-Assignable Contract available to Purchaser. With respect to any such Non-Assignable Contract as to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled necessary approval or consent for the assignment or transfer to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent Purchaser is not obtained prior to following the Closing, then at such time as consent or approval has been obtained, the Buyer and the Seller related Assigned Contract shall use commercially reasonable efforts be assigned or transferred to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require Purchaser automatically without any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money other conveyance or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitaction by Purchaser.

Consents. Anything in (a) Each Buyer and Seller shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement to as promptly as practicable, (ii) obtain the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without Required Consents and cause the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations assumption of the Buyer, Assumed Liabilities at the applicable Closing without further Liability to Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing of its affiliates and (ciii) until such Deferred Consent is obtainedobtain from any Governmental Authority any consents, the licenses, Permits, waivers, clearances, approvals, authorizations or orders required to be obtained by any Buyer or Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates subsidiaries, or avoid any action or proceeding by any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. Each Buyer and Seller shall, and shall cause their respective affiliates to, furnish to pay the other party all information necessary for any money such application or other consideration or grant filing to be made in connection with the transactions contemplated by this Agreement. Each Buyer and Seller shall promptly inform the other of any other accommodation to any Person material communication with (including all meetings and telephone calls), and any amendment proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. In furtherance of the foregoing, as soon as reasonably practicable after the date of this Agreement, Buyers and Seller shall jointly (x) notify the United States Federal Trade Commission (“FTC”) of the transactions contemplated by this Agreement and (y) seek to schedule a joint meeting with the FTC to discuss the transactions contemplated by this Agreement and the Related Agreements. Each Buyer and Seller shall use its reasonable best efforts to promptly comply with any Transferred Contract inquiry or other modification request for additional information from the FTC regarding the transactions contemplated by this Agreement. (b) Buyers and Seller shall give (or shall cause their respective subsidiaries to give) any notices to third parties, and use, and cause their respective subsidiaries to use, reasonable best efforts to obtain any third party consents necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided, however, that Buyers and Seller shall coordinate and cooperate in determining whether any such actions, notices, consents, approvals or waivers are required to be given or obtained. Notwithstanding anything contained herein to the contrary, but without limiting the provisions of any Transferred AssetSection 2.3(c), Seller shall use its reasonable best efforts to obtain the Required Consents and Landlord Estoppel Certificates prior to the 60th day after the date hereof, provided that, (i) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any Buyer shall be required to make any payment to any third party (other than customary attorneys’ fees and filing fees) or agree to any limitation on the conduct of its Affiliates shall have any obligation business, in order to obtain any Deferred Consent such Required Consents or Landlord Estoppel Certificate and (ii) no Buyer shall pre-exercise, or allow or permit any pre-exercise of, any options under any of the Leases prior to provide the applicable Closing. In no event shall any Buyer or an affiliate thereof enter into a lease or other occupancy agreement for any of the property which is the subject of the Leases for a period of one (1) year following the date of this Agreement in the event that a Buyer does not take assignment or sublease of such an alternative arrangement a Lease. (c) Each of Seller and Buyers shall promptly notify the other in writing of any pending or, to the Knowledge of Seller or Buyers (as the case may be), threatened Action by any Governmental Authority or any other Person (i) challenging or seeking damages in connection with the transactions contemplated by this Agreement or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or otherwise limit in any material respect the right of a Buyer or any affiliate of such Buyer to own or operate all or any portion of the Business or the Purchased Assets. Each party shall give the other the opportunity to consult regarding the defense or settlement of any such Action and shall consider such other party’s views with respect to such Action. Neither Seller nor Parent shall be allowed to settle any Action to the extent it would have any material or adverse binding effect on any Buyer or the Stores or Purchased Assets after the applicable Closing Date without the prior written consent of such Buyer. (d) If (i) the FTC advises either party that it objects to the consummation of the transactions contemplated herein, or if the conditions to Closing set forth in Sections 7.4 and 8.4 cannot be satisfied (without a waiver thereof by the applicable party), (ii) such objections have not been addressed to the FTC’s satisfaction or such conditions have not been satisfied, in each case by the 60th day after the date hereof, and (iii) in the reasonable judgment of Buyers, such objections may be addressed to the FTC’s satisfaction or such conditions may be satisfied in each case by excluding a particular Store or Stores from the Stores to be purchased at the Transition Date Closings, then Buyers or Seller may elect, by written notice to the other delivered on or prior to the 60th day after the date hereof, to delay the purchase of such Store or Stores (other than a Required Store) and the failure related Carved-Out Assets and Carved-Out Liabilities until (and, unless waived in writing by Buyers, only if) the parties determine in good faith that the FTC’s objections have been addressed or such conditions have been satisfied; provided, that no such election may be made by Seller or Buyers if such election would cause the conditions set forth in Section 7.6 or Section 8.11 to do so shall notfail to be satisfied. If the purchase of a Store or Stores is delayed in accordance with the foregoing provisions of this Section 6.3(d), the parties shall, in accordance with this Section 6.3 and until the Cutoff Date, continue to use reasonable best efforts to address the FTC’s objections for such Store and cause such conditions to be satisfied. If, and to the extent that, the FTC advises the parties that its objections to the purchase of itselfany Store excluded in accordance with the foregoing provisions of Section 6.3(d) have been addressed, or if such conditions shall otherwise be satisfied, in each case after the 60th day after the date hereof, but prior to the Cutoff Date or, prior to the Cutoff Date, Buyers provide written notice that they are electing to cease exclusion of such Store in accordance with this Section 6.3(d), then such Store, and the related Carved-Out Assets and Carved-Out Liabilities, shall, subject to the other requirements of this Agreement, be transferred at a Subsequent Closing. Except as provided in the immediately preceding sentence, nothing in this Section 6.3 or otherwise will require, or be deemed to be a breach require, Buyers or any of their affiliates or owners to agree to (A) sell or divest any assets (including the Seller’s representationsPurchased Assets), warranties businesses or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain interest of any Buyer or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrantsaffiliates or owners, (B) hold separate, discontinue or limit assets (including the Purchased Assets), businesses or interest of any Buyer or any of its affiliates or owners, (C) any conditions relating to, or shall be responsible forchanges or restrictions in, the successful maintenance or renewal operations of any Transferred Permitsuch assets, businesses or interests that would adversely impact the business of any Buyer or its affiliates or owners or the transactions contemplated by this Agreement, or (D) any material modification or waiver of any term or condition of this Agreement.

Consents. Anything If there are any Consents that have not yet been obtained or otherwise are not in full force and effect as of the Closing which are required with respect to the assignment of any Acquired Contract, in the case of each Acquired Contract as to which such Consent was not obtained (or otherwise is not in full force and effect) (the “Restricted Acquired Contracts”), Buyer may waive the closing conditions as to any such Consent and either: (i) elect to have Seller continue to exercise its best efforts to obtain the Consent; or (ii) elect to have Seller retain that Restricted Acquired Contract and all Liabilities and revenues arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Consent and the Closing occurs, notwithstanding anything in this Agreement which could be construed to the contrary notwithstandingcontrary, neither this Agreement nor the Assignment and Assumption Agreement nor any other Transaction Document shall not constitute a sale, assignment, assumption, transfer, conveyance or delivery or an agreement attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Acquired Contracts, and following the Closing, the Parties shall use best efforts, and cooperate with each other, to assign or transfer obtain the Consent relating to each Restricted Acquired Contract as quickly as practicable. Pending the obtaining of such Consents relating to any Transferred Asset Restricted Acquired Contracts, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of each Restricted Acquired Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder), provided that Buyer assumes performance under and enforcement of such Restricted Acquired Contracts or pays, or reimburses Seller for, all reasonable costs and expenses incurred in connection with the continued performance under or enforcement of such Restricted Acquired Contract. Once a Governmental Entity would constitute Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect the rights or obligations of the Restricted Required Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Acquired Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Acquired Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closing, the Seller date of assignment to Buyer pursuant to a special-purpose assignment and the Buyer will use commercially reasonable efforts assumption agreement substantially similar in terms to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement those of the Seller Assignment and Assumption Agreement (which special-purpose agreement the Parties shall prepare, execute and deliver in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (good faith at the time of such transfer, all at no additional cost to Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit).

Consents. Prior to and after the Time of Distribution, Conexant and Washington will, and will cause the Conexant Subsidiaries and the Washington Subsidiaries, respectively, to, use their commercially reasonable efforts (as requested by the other party) to obtain, or to cause to be obtained, all Consents necessary for the transfer of all Assets, Subsidiaries and Liabilities contemplated to be transferred pursuant to this Article II; provided, however, that none of Conexant (or any of the Conexant Subsidiaries) or Washington (or any of the Washington Subsidiaries) shall be obligated to pay any consideration or offer or grant any financial accommodation in connection therewith. Anything in this Agreement contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, Permit if an assignment or attempted assignment or transfer thereof, of the same without the consent Consent of a third any other party or a Governmental Entity parties thereto or other required Consent would constitute a breach thereof or of any applicable law or in any way adversely affect impair the rights or obligations of any member of the Buyer, Conexant Group or the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”)Washington Group thereunder. If any such required consent Consent is not obtained or if an attempted assignment would be ineffective or would impair any rights of either Group under any such Contract or Permit so that the contemplated assignee hereunder (the "Recipient Party") would not receive all such consentrights, a “Deferred Consent”), then, in each such case, then (ax) the Deferred Item shall be withheld from sale pursuant party contemplated hereunder to this Agreement without any reduction in assign such Contract or Permit (the Closing Date Consideration or any Contingent Payments, (b"Assigning Party") from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Assigning Party to cooperate pay any consideration or offer or grant any financial accommodation) to seek provide or cause to obtain be provided to the Recipient Party the benefits of any such Deferred Consent as soon as practicable after Contract or Permit and the Closing Assigning Party will promptly pay or cause to be paid to the Recipient Party when received all moneys and properties received by the Assigning Party with respect to any such Contract or Permit and (cy) until to the extent that the Recipient Party receives the benefits of such Deferred Consent is Contract or Permit, the Recipient Party will pay, perform and discharge on behalf of the Assigning Party all of the Assigning Party's Liabilities thereunder in a timely manner and in accordance with the terms thereof. If and when such Consents are obtained, the Seller transfer of the applicable Contract or Permit shall be effected as promptly following the Time of Distribution as shall be practicable in accordance with the terms of this Agreement. To the extent that any transfers and assumptions contemplated by this Article II shall not have been consummated on or prior to the Buyer will use commercially reasonable efforts to Time of Distribution, the parties shall cooperate to provide effect such transfers as promptly following the Time of Distribution as shall be practicable. Notwithstanding that any transfer of Washington Assets, including the Washington Real Property, to a member of the Washington Group contemplated by this Article II shall not have been consummated on or prior to the Buyer Time of Distribution, the benefits under Washington Group shall bear the Deferred Item risk of any Liability with respect to which such Deferred Consent relates in a manner that would not require the Washington Assets, including the Washington Real Property (including any Deferred Consent (with the Buyer entitled to all the benefits risk of loss thereof), from and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for Time of Distribution; provided, however, that the Washington Group shall only bear the Liability with respect to any obligations such Washington Asset if and to the extent arising from or related to any breach or violation thereunder prior to that the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for Washington Group enjoys the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred such Washington Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit.

Consents. Anything (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain the Material Consents; or (ii) elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto; or (iii) elect to have Seller require any other obligations under such contract to perform their obligations under such contract and remit to Seller the amounts due to such obligations, for payment by the Seller to such obligations. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party or thereunder). Once a Governmental Entity would constitute Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect the rights or obligations of the Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not listed on Exhibit 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the "Nonmaterial Consents") which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent Contracts as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Nonmaterial Consents were not obtained (or otherwise are not in a manner that would not require any Deferred Consent full force and effect) (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing "Restricted Nonmaterial Contracts"), whether to: (i) except for any obligations accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any breach of any representation, warranty, covenant or agreement other document related to the consummation of the Seller in this Agreement). In particularContemplated Transactions shall constitute a sale, in the event that any assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Deferred Consent is not obtained prior to the ClosingRestricted Nonmaterial Contract, then the Buyer and the (B) Seller shall use commercially reasonable efforts to enter into retain such arrangements (including subleasing Restricted Nonmaterial Contract and all Liabilities arising therefrom or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthereto.

Consents. Anything (a) Seller shall use Best Efforts to obtain on or about the Closing the Material Consents from the co-contractant for the assignment of the relevant Assumed Contract from Seller to Buyer in the context of the Contemplated Transactions. If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Assumed Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and Seller shall continue its efforts to obtain the Material Consents. If Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the corresponding Restricted Material Contract, and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each such Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party or thereunder). Once a Governmental Entity would constitute Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect the rights or obligations of the Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) For those Consents not listed on Schedule 6.3 and necessary for the assignment and transfer of any Assumed Contracts to Buyer (the “Nonmaterial Consents”), the parties shall following the Closing, the Seller use Best Efforts, and the Buyer will use commercially reasonable efforts to cooperate to seek with each other, to obtain the Nonmaterial Consents as quickly as practicable. Pending the obtaining of such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtainedNonmaterial Consents, the Seller parties shall cooperate with each other in any reasonable and the Buyer will use commercially reasonable efforts to cooperate lawful arrangements designed to provide to the Buyer the benefits under of use of the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent specific underlying Assumed Contract for its term (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act right or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Assetbenefit arising thereunder, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of any and all claims or rights arising thereunder relating of Seller against a third party thereunder). Once a Nonmaterial Consent for the sale, assignment, assumption, transfer, conveyance and delivery of an Assumed Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Nonmaterial Contract to the post-Closing periodBuyer, and the performance by the Buyer of shall assume the obligations thereunder on a prompt under such Assumed Contract assigned to Buyer from and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any after the date of their respective Affiliates assignment to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitBuyer.

Consents. Anything in this Agreement Seller shall use reasonably diligent efforts to obtain the contrary notwithstandingconsents, this Agreement shall not constitute an agreement to assign waivers or other instruments or documents necessary for the sale, lease, transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the BuyerAssets, all of which are identified on the attached Schedule 4(b) (collectively, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred ItemConsents”). If Seller is unable to obtain any such required consent is not obtained Consents, then Seller shall so notify Buyer in writing no later than ten (such consent, a “Deferred Consent”), then, in each such case, (a10) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the days before Closing, the and Buyer, at its sole option, may elect to: (i) delay Closing for thirty (30) days, or such further time as is reasonably necessary to permit Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until Consents, provided Seller is diligently pursuing such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on Consents; or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting exclude any Asset with respect to which Seller was unable to obtain Consent from this Agreement by written notice to Seller, and in that event, the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement Purchase Price will be reduced based upon the portion of the Seller in this Agreement). In particular, Purchase Price allocated to the excluded Asset(s) on the Allocation (or in the event that any such Deferred Consent is a portion of the Purchase Price has not obtained prior been allocated to the Closingparticular excluded Asset(s) on the Allocation, then the such amount as Buyer and the Seller shall use commercially reasonable mutually agree) and, if applicable, the rent and purchase price under the Master Sublease and Purchase Agreements shall be reduced based upon the rent and purchase price allocated to the applicable Fee Property(ies) and Fuel-Related Equipment located thereon in the Master Sublease and Purchase Agreements. Buyer agrees to cooperate with Seller in connection with Seller’s efforts to enter into obtain the Consents provided that such arrangements (including subleasing or subcontracting if permitted) in a manner that would cooperation shall not require be deemed to include any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the obligation upon Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to agree to any Person “Material Adverse Change” (including any amendment as hereinafter defined) to any Transferred Contract or other modification of any Transferred the applicable Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit.

Consents. Anything in this Agreement Seller shall use reasonably diligent efforts to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign obtain any consents or transfer any Transferred Asset other instruments or any claim, right or benefit arising thereunder or resulting therefromdocuments, if an attempted any, necessary for the sale, transfer or assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the BuyerAssets (collectively, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred ItemConsents”). If Seller is unable to obtain any such required consent is not obtained Consents, then Seller shall so notify Buyer in writing no later than three (such consent, a “Deferred Consent”), then, in each such case, (a3) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the days before Closing, the and Buyer, at its sole option, may elect to: (i) delay Closing for thirty (30) days, or such further time as is reasonably necessary to permit Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until Consents, provided Seller is diligently pursuing such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on Consents; or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting exclude any Asset with respect to which Seller was unable to obtain Consent from this Agreement by written notice to Seller, and in that event, the Purchase Price will be reduced based upon the portion of the Purchase Price allocated to the excluded Asset(s) on the Allocation. Buyer agrees to cooperate with Seller in connection with Seller’s efforts to obtain the Consents. Such cooperation shall not be deemed to include any obligation upon Buyer to agree to any “Material Adverse Change” (as hereinafter defined) to the applicable Asset. Notwithstanding the foregoing, Buyer agrees that it will cause LGO to be responsible for obtaining rights to operate the eight (8) Subway franchises included within the Assets and failure to obtain such Consent shall not give Buyer the delay/exclusion election set forth above provided that the Transition Services Agreement contains mutually acceptable provisions providing for the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement continued operation of the Seller in this Agreement). In particular, in the event that any Subway franchises until such Deferred time as such Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into if such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the continued operation is permitted under Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or Subway franchise agreement and provided that LGO shall be responsible forfor the accounting and other administrative details of such continued operation, the successful maintenance or renewal of any Transferred Permitsubject to Seller’s review and approval.

Consents. Anything (a) The Contractor must: (i) obtain all Contractor Consents and maintain all such Consents including entering into legal agreements necessary for the grant of such Consents; (ii) use its best endeavours to assist the Crown to obtain all Crown Consents; (iii) be responsible for implementing each Consent within the period of its validity in accordance with its terms and the relevant Laws; (iv) supply free of charge to the Crown a copy of any application for a Contractor Consent (with a copy of all accompanying drawings and other documents) and a copy of any such Consent obtained and any associated legal documentation; (v) comply with the conditions attached to any Consents and any associated legal documentation; (vi) procure that no Consents or associated legal documentation are breached by it or any Contractor Personnel; (vii) preserve each Consent and ensure that all Consents continue in full force and effect for such time as is necessary for the Contractor to carry out Works Provisioning and/or the Operational Services; and (viii) not without the Crown’s prior written consent (which consent shall not be unreasonably withheld or delayed) apply for, or agree to any change, relaxation or waiver of any Consent (whether obtained before or after the Service Commencement Date) or of any condition attached to it. (b) Subject to the compliance by the Contractor with its obligations under clause 17.4(a), references in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item Consents shall be withheld construed as referring to the Consents as from sale pursuant time to this Agreement without any reduction in the Closing Date Consideration time expressly varied, relaxed or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and waived. (c) until such Deferred Without limiting the Contractor's other obligations under this Agreement, where any Consent is obtainedissued on conditions that would or could have a material adverse effect on: (i) the design or quality of all or any part of the Facility, or the Contractor’s ability to undertake Works Provisioning or to meet the Works Completion Tests; (ii) the ability of the Contractor to provide the Operational Services in accordance with the Service Requirements or its other obligations in accordance with this Agreement; or (iii) the ability of the Retained Services Operator to efficiently deliver the Retained Services, the Seller and Contractor must notify the Buyer will use commercially reasonable efforts to cooperate to provide to Crown that these conditional Consents would or could have such an effect, together with providing the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Contractor’s proposals for satisfying these conditional Consents in a manner that would not require have such an effect, to the Crown for review. (d) If the Crown has no comments on the conditions of a Consent, the Contractor must make any Deferred Consent amendments to the Design Documentation and/or the Facility required to satisfy the conditions, but those amendments will not constitute a Crown initiated Change or entitle the Contractor to make any other Claim against the Crown. (e) If the Crown raises comments on the conditions of a Consent, the Contractor will liaise (or in the case of a Crown Consent, the Crown and the Contractor will liaise) with the Buyer entitled Governmental Entity issuing the Consent with a view to all reaching agreement on the benefits conditions of that Consent such that they will not have any of the material adverse effects described in clause 17.4(c) and enable the Contractor to continue to meet its obligations under this Agreement. (f) Any amendments made to the Design Documentation or the Facility as a consequence of clause 17.4(c) will not constitute a Crown initiated Change or entitle the Contractor to make any other Claim against the Crown. (g) The Crown shall, subject to all the Liabilities thereunder (Contractor’s compliance with clause 17.4(a)(ii), use reasonable endeavours to obtain the Crown Consents. The term “reasonable endeavours” as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller used in this Agreement). In particular, in the event that any such Deferred Consent clause 17.4(g) is not obtained prior to be construed as obliging the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure Crown to do so shall not, in and of itself, be deemed anything that it is not obliged to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitdo under clause 8.1 (Statutory functions).

Consents. Anything All Consents (i) listed in this Agreement SECTION 6.1(c) of the Disclosure Schedule, (ii) that are required in connection with the Lease, (iii) that pertain to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent conversion of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations certain of the BuyerAcquired Companies in accordance with Section 5.6, and (iv) relating to healthcare Permits (including Medicare and Medicaid provider agreements) shall have been obtained and shall (to the Seller extent required) contemplate and permit the Lease; provided if, using commercial reasonable efforts, CLJ is unable to obtain one or any Selling Subsidiary thereunder more of the Consents referenced on SECTION 6.1(c) of the Disclosure Schedule for CCC Boynton, Lexington at Country Place or violate any applicable Law Lafayette at Country Place (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such caseA) the Purchase Price shall be reduced by the relevant Consent Reduction Amount, (aB) the Deferred Item relevant CSL Subsidiary and Community shall be withheld deleted from sale the definitions of Communities, Properties, CSL Subsidiaries and from the description of the Assets and (C) the Acquired Companies shall be relieved from and indemnified against any liabilities of CCC Boynton or CCC of Kentucky, Inc., as the case may be, on terms acceptable to SNH, whereupon the conditions of obtaining those Consents (subject to the provisions of SECTION 2.6) is deemed waived. To the extent modifications to the Lease are reasonably required to obtain any Consent required pursuant to this Agreement without any reduction in Agreement, so long as such modifications do not (taking into account the Closing Date Consideration plan of SNH to spin off Tenant as a separate public company) affect the qualification of SNH or any Contingent PaymentsSubsidiary of SNH as a "real estate investment trust" or a "qualified REIT subsidiary", (b) from and after as the Closingcase may be, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representationCode, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing periodSNH will not, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates will cause Tenant not to, unreasonably decline to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide make such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitmodifications.

Consents. Anything (a) Each party will give any notices to third parties, and shall obtain any third party consents, waivers or approvals that may be required in connection with the matters referred to in this Agreement above and that are reasonably necessary to implement this Agreement. Each party shall assist and cooperate with the contrary notwithstanding, this Agreement shall other party in seeking and obtaining consents (it being understood and agreed that the obligations to assist and cooperate does not constitute an agreement require or otherwise obligate Purchaser to assign contribute to or transfer pay any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or fees required in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (connection with obtaining any such Transferred Assetconsents, claim, right waiver or benefit, a “Deferred Item”approvals). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, . (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement Each of the Seller in this Agreement). In particularparties will give any notices to, in the event that make any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing periodfilings with, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of use its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain any such consents needed to assign the Purchased Assets and Assumed Liabilities or provide consummate the same set forth transactions contemplated by this Agreement. (c) If any consent for a Transferred Contract pursuant to which consent is required hereby, other than a Material Agreement, shall not have been obtained, and Purchaser waives the condition in this Section 1.10. For 7.4(d) hereof relating to such consent and the avoidance Closing occurs, then, in addition to its obligations pursuant to Section 3.3 hereof, Seller hereby agrees that: (i) such agreement shall not be treated as a Transferred Contract for any purpose hereunder (a “Non-Transferred Contract”) until such time, if any, as the consent is obtained pursuant to subsection (ii) below; (ii) at Purchaser’s request, Seller shall use its commercially reasonable efforts to obtain all such consents, in a form and substance reasonably acceptable to Purchaser, that are necessary to effect the valid transfer from Seller to Purchaser of, and vest in Purchaser valid title or rights in and to, the Non-Transferred Agreements; and, (iii) upon the receipt of doubtany such consents under any Non-Transferred Contract after the Closing Date and prior to the first (1st) anniversary of the Closing Date, neither the Seller nor any of its Affiliates warrants, or such Non-Transferred Agreement shall be responsible fortransferred and assigned to Purchaser, and thereafter deemed to be a Transferred Contract for purposes of this Agreement and any applicable Ancillary Agreements, effective as of the successful maintenance date of such consent, waiver, approval or renewal of any Transferred Permitauthorization.

Consents. Anything To the extent that third party consents relating to Assumed Contracts have not been obtained by the Sellers or Parent as of the Closing, and the Purchaser in this Agreement its sole discretion waives the applicable Closing condition contained herein, the Sellers shall, during the remaining term of such Assumed Contracts (the “Non-Assignable Contracts”), use each of their respective reasonable best efforts to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without (a) obtain the consent of a the applicable third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Paymentsparty, (b) make the benefit of such Non-Assignable Contracts available to the Purchaser so long as the Purchaser fully cooperates with the Sellers or Parent and promptly reimburses the Sellers or Parent for all payments made by them (and otherwise approved by the Purchaser) in connection therewith, and (c) enforce at the request of the Purchaser and at the expense and for the account of the Purchaser, any rights of the Sellers arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contracts in accordance with the terms thereof). The Sellers and Parent will not take any action or suffer any omission which would limit or restrict or terminate in any material respect the benefits to the Purchaser of such Non-Assignable Contracts unless, in good faith and after consultation with and prior written notice to the Purchaser, the Sellers or Parent are ordered orally or in writing to do so by a Governmental Entity of competent jurisdiction or the Sellers are otherwise required to do so by law; provided that if any such order is appealable, the Sellers or Parent will, at the Parent’s cost and expense, take such actions as are requested by the Purchaser to file and pursue such appeal and to obtain a stay of such order. With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Purchaser is obtained following the Closing, the Seller Sellers shall transfer such Non-Assignable Contract to the Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtainedPurchaser, the Seller Sellers and Parent within three (3) Business Days following receipt of such approval or consent. Notwithstanding the Buyer will use commercially reasonable efforts to cooperate to provide to foregoing, the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would Sellers shall not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations be indemnified to the extent arising of any losses which result from or related to (a) any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the BuyerParent’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, take any lawful action in and of itself, be deemed to be a breach of accordance with the Purchaser’s reasonable instructions or (b) any Seller’s representations, warranties of Parent’s gross negligence or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitwillful misconduct.

Consents. Anything Notwithstanding anything else contained in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign sell, convey, assign, transfer or transfer deliver any Transferred Asset interest in any instrument, commitment, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom, therefrom if such a transfer or an attempted assignment or attempt to make such a transfer thereof, without the authorization, approval, consent or waiver (collectively, "Approval") of a third party or a Governmental Entity would constitute a breach thereof or in any way violation thereof, or affect adversely affect the rights or obligations of the Buyer, the Buyer's Subsidiaries, Seller or any Selling Subsidiary thereunder Seller's Subsidiaries thereunder, or violate any applicable Law (constitute a Material Adverse Effect; and any such Transferred Asset, claim, right transfer to Buyer or benefit, its Subsidiaries that requires the Approval of a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item third party shall be withheld from sale pursuant made subject only to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the such Approval being obtained. Seller and the Buyer will shall use its commercially reasonable efforts to cooperate to seek to obtain any such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder Approval prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Date, and (ii) without limiting the Buyer shall reasonably cooperate, at Seller’s liability under Article V for any breach of any representation's cost, warranty, covenant or agreement of the Seller in this Agreement)connection therewith. In particular, in the event that any such Deferred Consent Approval is not obtained on or prior to the ClosingClosing Date, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements shall, for a period of six (including subleasing or subcontracting if permitted6) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Assetmonths thereafter, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Buyer in any reasonable and lawful arrangement to provide that Buyer or provide its Subsidiaries, as the same case may be, shall receive all of Seller's and any of Seller's Subsidiaries' right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such Subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller shall not be obligated to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Buyer; provided further, however, that any and all consent and assignment costs or charges expressly set forth in this Section 1.10. For the avoidance of doubtContracts, neither including, without limitation, payments stated to be due in connection with the Seller nor any of its Affiliates warrantssale, transfer, or other disposition of the Business by Seller, shall be responsible forpaid by Seller. Except as provided in section 2.4.2 below, the successful maintenance or renewal of any Transferred Permitno such Approval shall be a condition to Closing.

Consents. Anything (a) Seller shall use commercially reasonable efforts to procure all consents required to assign and transfer the Assets from Seller to Buyer (including the Specified Consent), and Buyer shall reasonably cooperate with Seller in this Agreement seeking to obtain such consents, but, in each case, except as otherwise agreed, (x) without being obligated to pay any consideration or waive or release any material right or privilege to obtain such consent and (y) without giving rise to or imposing any Buyer Incremental Cost. If the Parties are not able to effect the assignment of any of the Assets at Closing due to the contrary notwithstandinglack of a required Non-Party consent to transfer the same, this Agreement then, except as otherwise provided herein, such Assets shall not constitute an agreement be deemed assigned at Closing; provided, however, that for up to assign 180 Days after Closing, Seller shall use commercially reasonable efforts to institute alternative arrangements, as mutually agreed with Buyer, intended to put the Parties in substantially the same economic position as if such non-assigned Asset (other than the Contract subject to the Specified Consent) had been assigned. If at the end of such 180 Day period the required consent has not been obtained, then the Parties shall discuss in good faith what further mutually agreeable actions (if any) will be taken with respect to such Asset (other than the Contract subject to the Specified Consent). (b) As to any Contract for which consent is required, subject to Sections 8.7(c), (d) and (e), until any such consent is obtained, to the extent permissible under Law and under the terms of such Contract, Seller shall use commercially reasonable efforts post-Closing: (i) to continue to perform at the reasonable direction of and for the benefit of Buyer the liabilities and obligations under or transfer with regard to such Contract and enforce at the reasonable direction of and for the benefit of Buyer any Transferred Asset and all claims, rights and benefits under such Contract, and (ii) hold such Contract in trust for the benefit of Buyer and shall promptly forward to Buyer any monies or other benefits received that are attributable to such Asset. Subject to compliance with the prior sentence, Buyer shall promptly reimburse Seller for, and shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against, any and all Claims incurred by Seller or any claimmember of the Seller Group in connection with any action taken by Seller pursuant to the preceding sentence, IN EACH CASE, REGARDLESS OF THE SOLE, PARTIAL, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OR RESPONSIBILITY OF ANY MEMBER OF THE SELLER GROUP. If the foregoing arrangements are not permissible under Law or under the terms of the Contract, then the Parties shall use commercially reasonable efforts to take such other actions or put into place such other arrangements as are permissible with regard to the non-assigned Contract so as to provide the Parties with the same economic results as would otherwise have resulted. (c) If the assignment of a Lease or Contract is subject to a consent requirement and (i) the Person holding such Consent right is not a Governmental Authority, (ii) the Lease or benefit arising thereunder Contract (other than the Contract subject to the Specified Consent) does not contain language to the effect that the lessor or resulting therefrom, counterparty thereto (as applicable) will have the right to terminate the Lease or Contract if an attempted assignment or transfer thereof, is made without the consent requirement being satisfied, and (iii) the failure to obtain such consent would not cause the assignment to Buyer to be void or violate the applicable Lease or Contract, then, in each case, such Lease or Contract (other than the Contract subject to the Specified Consent) shall be assigned to Buyer at Closing and following the Closing Seller and Buyer shall continue the use of commercially reasonable efforts to obtain the required consent (but without giving rise to or imposing any Buyer Incremental Cost) and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain any such consent. (d) If the assignment of a third party Lease or Contract (other than the Contract subject to the Specified Consent) is subject to a consent requirement and (i) the Person holding such Consent right is a Governmental Entity Authority, (ii) the Lease or Contract contains language to the effect that the lessor will have the right to terminate the Lease or Contract if an assignment is made without the consent requirement being satisfied, or (iii) the failure to obtain such consent would constitute a breach thereof or in any way adversely affect cause the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder assignment to Buyer to be void or violate any the applicable Law (any such Transferred AssetLease or Contract, claim, right or benefit, a “Deferred Item”). If any such and the required consent is not obtained by the Closing (in such consentcase, a “Deferred ConsentConsent Agreement”), then, in each such case, (a) the Deferred Item such Consent Agreement shall be withheld excluded from sale pursuant the Assets to this Agreement without any reduction in be assigned and sold to Buyer hereunder and the Closing Date Consideration or any Contingent PaymentsBase Purchase Price shall be reduced by the Allocated Value of the excluded Consent Agreement, (b) from and after if any. Following the Closing, the Seller and the Buyer will shall continue to use commercially reasonable efforts to cooperate procure such consent within 180 Days following the Closing, with Buyer lending reasonable assistance (but without giving rise to seek or imposing any Buyer Incremental Cost). If at the end of such 180-Day period the required consent has not been obtained, then the Parties shall discuss in good faith what further mutually agreeable actions (if any) will be taken with respect to obtain such Deferred Consent as soon as practicable after Agreement. If during such 180 Day period the Closing and (c) until such Deferred Consent required consent is obtained, then Seller shall notify Buyer and Buyer shall purchase, on or before 10 Business Days following receipt of such notice, the Seller and Consent Agreement under the Buyer will use commercially reasonable efforts to cooperate to provide terms of this Agreement for a price equal to the Buyer Allocated Value of such Consent Agreement, if any. To the benefits under extent such Consent Agreement has not been included in determining the Deferred Item Adjustments to which be made pursuant to Section 2.5 (excluding Section 2.5(b)(vi)), then any Adjustments that are specific to such Deferred Consent relates in a manner that would not require any Deferred Consent (Agreement shall be calculated and contemporaneous with the Buyer entitled payment of any such Allocated Value there shall be applied as a deduction to all such Allocated Value (if the benefits and subject sum of the downward Adjustments exceeds the sum of the upward Adjustments) the net amount resulting from such Adjustments or there shall be applied as an addition to all such Allocated Value (if the Liabilities thereunder sum of the upward Adjustments exceeds the sum of the downward Adjustments) the net amount resulting from such Adjustments. (as Assumed Liabilitiese) arising on or after the Closing (i) except for any obligations Notwithstanding anything in this Section 8.7 to the extent arising from or related to any breach or violation thereunder prior to contrary, if the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Specified Consent is not obtained prior to the Closing, then the Buyer Assets subject to such Specified Consent shall become Excluded Assets and the Seller Base Purchase Price shall use commercially reasonable efforts to enter into be reduced by the Allocated Value of such arrangements Assets in accordance with Section 2.5(b)(vi). (including subleasing or subcontracting if permittedf) in a manner that would not require any Deferred Consent to provide Notwithstanding anything to the parties contrary, the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation failure to obtain any Deferred Consent or required consent for the assignment of a Lease to provide such an alternative arrangement Buyer shall not constitute a Title Defect. (and the failure to do so g) Solely for purposes of this Section 8.7, Contracts shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitinclude Surface Contracts.

Consents. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, Contract, license or transfer any Permit of the Cemex Business or the RMUSA Business which would otherwise be a Transferred Asset but which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the "Unassigned Contracts"). To the extent permitted under the terms of each Unassigned Contract, the beneficial interest in and to each Unassigned Contract shall in any event pass to Company at the Closing, and each of Cemex and RMUSA, as the case may be, covenants and agrees to cooperate with Company in any lawful and economically reasonable arrangement to provide Company with Cemex's or RMUSA's, as the case may be, entire interest in the benefits under each of the Unassigned Contracts. Cemex or RMUSA, as the case may be, shall exercise or exploit its rights and options under all such Unassigned Contracts referred to in this Section 4.4 only as reasonably directed by Company; provided, that Company shall be responsible for any claimliability incurred by Cemex or RMUSA, right as the case may be, pursuant to such direction and, provided, further, that Company shall not direct Cemex or RMUSA, as the case may be, not to attempt to obtain a Required Contractual Consent for an Unassigned Contract. If Company receives an economic benefit under an Unassigned Contract, Company shall accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of Cemex or RMUSA, as the case may be, to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Unassigned Contract had been transferred to Company at the Contribution. Furthermore, if the other party(ies) to an Unassigned Contract subsequently Consent to the assignment of such Contract to Company, Company shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder or resulting therefromafter the date of such Consent, if an attempted assignment or transfer thereofat which time such Unassigned Contract shall be deemed a Transferred Asset, without the consent payment of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing periodfurther consideration, and the performance by the Buyer of the obligations so assumed thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitAssumed Liabilities.

Consents. Anything Each Party shall use its Commercially Reasonable Efforts to cause the transactions contemplated by this Purchase Agreement to be consummated and, without limiting the generality of the foregoing, to make all filings with and give all notices to, Governmental Authorities and other Third Parties that may be necessary or reasonably required in connection with the consummation of the transactions contemplated by this Purchase Agreement; provided, however, notwithstanding any other provision of this Purchase Agreement, it shall be (i) Seller’s sole responsibility and Seller shall use its Commercially Reasonable Efforts to obtain all consents, authorizations, and approvals of or by, and to make all filings with or notices to, Third Parties which may be necessary or reasonably required in order for Buyer to obtain rights to any Material Contract or the Settlement Agreements, (ii) except as provided below with respect to certain Non-Fee Properties, Buyer’s sole responsibility to obtain all consents, authorizations, and approvals of or by, and to make all filings with or notices to, Third Parties which may be necessary or reasonably required in order for Buyer to obtain rights to any Non-Fee Property and (iii) except as otherwise provided in this Purchase Agreement, including Section 6.3(i) regarding expiration or termination of the HSR Act waiting period, Buyer shall use its Commercially Reasonable Efforts to obtain all consents, authorizations, and approvals of or by, and to make all filings with or notices to, Governmental Authorities to consummate the transactions contemplated by this Purchase Agreement. If there are prohibitions against, or conditions to, the assignment of any Easement, without the prior written consent of Third Parties either as a result of the provisions thereof or the requirements of Applicable Law, and such written consents have not been obtained on or prior to the Closing Date, then (i) any provision contained in this Purchase Agreement to the contrary notwithstanding, this Agreement the transfer of title to, or interest in, such Easement shall not constitute an agreement to assign become effective unless and until such consent requirement is satisfied, waived or transfer no longer applies, Seller shall (without infringing on the legal rights of any Transferred Asset third party, breaching any such Easement or violating any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without Law) provide Buyer with the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations equivalent benefits of the Easement, by subcontract, sublease or otherwise, on the condition that Buyer shall cooperate and assist in such efforts and shall bear all economic burdens and obligations and liabilities of Seller regarding such period under such Easement, notwithstanding the fact that the same has not been transferred to Buyer. When and if such consent requirement is so satisfied, the Seller waived or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Assetno longer applies, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to permitted by Law, the assignment of such Easement shall become effective automatically as of the Closing Date, without further action on the part of Buyer or any act or omission prior to Seller and without the Closing that would have constituted a breach or violation thereunder upon notice or passage payment of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitfurther consideration.

Consents. Anything in this Agreement to The Grantor hereby warrants that it has obtained all necessary consents and waivers from or resolutions of its bankers, shareholders or other persons from whom consents, waivers or resolutions are required for the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations grant of the BuyerWarrants herein contained, the Seller subscription of D Preference Shares by the Grantee, and the full implementation of this agreement in accordance with its terms. The Grantor undertakes that it shall use all reasonable commercial endeavours throughout the Warrant Exercise Period to ensure the prompt obtaining of any necessary consents or any Selling Subsidiary thereunder waivers from or violate any applicable Law (any such Transferred Assetresolutions of its bankers, claimshareholders or other persons from whom consents, right waivers or benefit, a “Deferred Item”). If any such resolutions are required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) for the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in exercise of the Closing Date Consideration or any Contingent Payments, (b) from and after the ClosingWarrants, the Seller subscription of D Preference Shares by the Holders, and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates full implementation of this agreement in a manner that would not require any Deferred Consent (accordance with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement)its terms. In particular, the Consents shall include such consents or resolutions as are required to: increase the authorised share capital of the Grantor to enable it to issue up to the aggregate maximum of D Preference Shares referred to in clause 2.1; give general and unconditional authority to the directors of the Grantor pursuant to Section 80 of the Companies Act to exercise all powers of the Grantor to allot and issue the D Preference Shares to the Holders; give general and unconditional authority to the directors of the Grantor pursuant to Section 95 of the Companies Act to allot and issue the D Preference Shares to the Holders as if Section 89(1) of the Companies Act did not apply to such allotment and issue; fully and effectively waive all rights of pre-emption of any person (whether such rights are contained in the event that Articles or otherwise) to enable this agreement to become effective and to enable the D Preference Shares to be allotted and issued to the Holders free of any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit.rights; and

Consents. Anything (i) Each Group Member shall have received all governmental, member, partner and third party consents and approvals necessary for the consummation of the transactions contemplated by this Agreement, which consents and approvals are in full force and effect, (ii) no order, decree, judgment, ruling or injunction exists which restrains the consummation of the transactions contemplated by this Agreement, and (iii) there is no pending, or to the knowledge of Parent and the Borrower, threatened, action, suit, investigation or proceeding that could reasonably be expected to impose materially adverse conditions, or which could reasonably be expected to have a material adverse effect upon the ability of any Group Member to consummate the transactions contemplated by this Agreement. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Agreement to the contrary notwithstandingSection 5.1, each Lender that has signed this Agreement shall not constitute an agreement be deemed to assign have consented to, approved or transfer any Transferred Asset accepted or any claimto be satisfied with, right each document or benefit arising thereunder other matter required under this Section 5.1 to be consented to or resulting therefrom, if an attempted assignment approved by or transfer thereof, without acceptable or reasonably satisfactory to a Lender unless the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any Administrative Agent shall have received notice from such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder Lender prior to the Closing Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 5.1 by and on behalf of the Borrower or any act of other Loan Party shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The obligations of the Lenders to make Revolving Loans, the Swing Line Lender to make Swing Line Loans, and of each Issuing Lender to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or omission waived pursuant to Section 10.1) at or prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and 1:00 p.m., Central time, on June 30, 2013 (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particularand, in the event that any such Deferred Consent is conditions are not obtained prior to so satisfied or waived, the Closing, then Total Revolving Commitments shall terminate at such time). The Administrative Agent shall notify the Buyer Borrower and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit Lenders of the Buyer of all claims or rights arising thereunder relating to the post-Closing periodDate, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or notice shall be responsible for, the successful maintenance or renewal of any Transferred Permitconclusive and binding.

Consents. Anything in (a) Notwithstanding any provision herein to the contrary, there shall be excluded from the transactions contemplated by this Agreement to the contrary notwithstanding, this Agreement shall any Purchased Asset that is not constitute an agreement to assign assignable or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, transferable without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Person other than Seller or any Selling Subsidiary thereunder Affiliate of Seller or violate any applicable Law (any Purchaser, to the extent that such Transferred Assetconsent shall not have been obtained prior to the Closing; provided, claimhowever, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in that each such case, (a) of Seller and Purchaser shall have the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in continuing obligation after the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will to use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide all necessary consents to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent assignment or transfer thereof (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from assignable or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing transferrable under applicable Law), it being understood that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have be required to expend money, commence any obligation litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any Deferred Consent or such consent. Upon obtaining the requisite third-party consent thereto, such Purchased Asset shall promptly be transferred and assigned to provide such an alternative arrangement (and Purchaser hereunder. In the failure to do so shall not, in and of itself, be deemed to be a breach of the event that Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain all necessary consents to any assignment or provide transfer are insufficient to obtain such consent, Seller shall have no liability for such failure to obtain such consent. (b) Notwithstanding anything herein to the contrary, with respect to any Purchased Asset that is not assigned or transferred to Purchaser at the Closing by reason of Section 2.03(a), after the Closing and until any requisite consent is obtained therefor and the same set forth is transferred and assigned to Purchaser, the Parties shall cooperate with each other, upon the written request of Purchaser, in endeavoring to obtain for Purchaser, at no cost to Seller, an arrangement with respect thereto to provide for Purchaser substantially comparable benefits therein, and Purchaser agrees to indemnify Seller in respect of all Liabilities of Seller in respect of any such arrangement or its retention of any such Purchased Asset. (c) Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may be required from third parties in connection with the Purchased Assets and that such consents have not been and may not be obtained. Except as otherwise provided in clauses (a) and (b) in this Section 1.10. For 2.03, Purchaser agrees that Seller shall have no liability whatsoever arising out of or relating to the avoidance failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of doubt, neither the Seller nor any of its Affiliates warrantsdefault under, or acceleration or termination of, any Transferred Real Property Lease, Transferred Contract or Transferred Permit as a result thereof. Purchaser further agrees that (i) no condition to Purchaser’s obligations to close the transactions contemplated by Section 7.01 shall be responsible for, deemed not satisfied solely as a result of (A) the successful maintenance failure to obtain any such consent or renewal as a result of any such default, acceleration or termination or (B) any Action, commenced or threatened by or on behalf of any Person, arising out of or relating to the failure to obtain any consent or any such default, acceleration or termination and (ii) no representation or warranty of Seller contained herein shall be breached or deemed breached solely as a result of (A) the failure to obtain any consent or as a result of any default, acceleration or termination relating to any Transferred PermitContract included on Section 3.02(a)(iii) of the Disclosure Schedule or (B) any Action, commenced or threatened by or on behalf of any Person, arising out of or relating to the failure to obtain any consent or any default, acceleration or termination in respect of any such Transferred Contract.

Consents. Anything in this Agreement (a) Each of SPPR and Western shall use reasonable best efforts to obtain the Consents listed on Schedule 3.4 at its sole cost and expense, and, upon receipt of such Consents, shall, if necessary, execute an assignment and assumption agreement with customary terms. (b) If and to the contrary notwithstandingextent that the valid, this Agreement shall not constitute an agreement to assign complete and perfected transfer or transfer assignment of any Transferred Contributed Asset or (including any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations Contract) as part of the Buyercontribution of the Contributed Assets to the Partnership would be a violation of applicable Law, or require any Consent that has not been obtained or made by the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”)Closing, then, in each such caseunless the Parties shall otherwise mutually determine, (a) the Deferred Item transfer or assignment of that Contributed Asset shall be withheld from sale pursuant automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the foregoing, any such Contributed Asset shall continue to constitute Contributed Assets for all other purposes of this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and Agreement. (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require If any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on transfer or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach assignment of any representationContributed Asset intended to be transferred or assigned hereunder, warrantyas the case may be, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained consummated at or prior to the Closing, then whether as a result of the Buyer and provisions of Section 5.11(b) or for any other reason, then, insofar as reasonably possible, Western or its applicable Subsidiary retaining such Contributed Asset shall thereafter hold such Contributed Asset for the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to use, benefit and/or burden of the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including Partnership (at the Buyer’s cost expense of SPPR and expense) enforcement by the Seller Western and for the benefit account of the Buyer of all claims Partnership) until such time as such transfer or rights arising thereunder relating to assignment can be completed; provided, however, that Western or its applicable Subsidiary shall hold such Contributed Asset for the post-Closing perioduse, and the performance by the Buyer benefit and/or burden of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party Partnership at Western’s expense if the reason the transfer or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For assignment is not consummated is the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation failure to obtain any Deferred Consent Consent. In addition, Western or its applicable Subsidiary shall, insofar as reasonably possible and to provide the extent permitted by applicable Law, treat such an alternative arrangement (Contributed Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the failure Partnership in order to do place the Partnership in a substantially similar position as if such Contributed Asset had been transferred or assigned as contemplated hereby and so that all the benefits and burdens relating to such Contributed Asset, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Contributed Asset, as the case may be, and all costs and expenses related thereto, shall not, in inure from and of itself, be deemed after the Closing to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitPartnership.

Consents. Anything Purchaser acknowledges that, except as set forth on Section 2.01(c) of the Seller Disclosure Schedule, certain consents and waivers with respect to the Transactions may be required from parties to the Transferred Contracts and issuers of the Transferred Permits in order to transfer such Transferred Contracts or Transferred Permits to Purchaser and that such consents and waivers have not been obtained. Purchaser agrees that, except as expressly provided in Section 1.05(b), neither Seller nor a Selling Affiliate shall have any liability or obligation whatsoever to Purchaser arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. this Agreement to or the contrary notwithstanding, this Agreement shall not constitute an agreement to assign Other Transaction Documents or transfer because of the termination of any Transferred Asset Contract or any claimTransferred Permit as a result thereof. In furtherance of, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyerand subject to, the provisions in Section 1.05 and assuming that Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consentin breach of its obligations thereunder, Purchaser agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a “Deferred Consent”), then, in each such case, result of (a) the Deferred Item shall be withheld from sale pursuant failure to this Agreement without obtain any reduction in the Closing Date Consideration such consent or any Contingent Paymentswaiver, (b) from and after any such termination or (c) any lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such consent or waiver or any such termination. Prior to the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing periodhereto shall, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of cause their respective Affiliates to, cooperate with each other, upon the request of a party, in any reasonable manner in connection with obtaining any such consents and waivers; provided, however, that such cooperation shall not include any requirement of Purchaser or Purchaser’s Affiliates to pay expend money, commence, defend or participate in any money litigation, incur any obligation in favor of, or other consideration offer or grant any other accommodation to (financial or otherwise) to, any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthird party.

Consents. Anything If there are prohibitions against or conditions to the contribution and conveyance of one or more of the Conveyed Assets without the prior written consent of third parties, including, without limitation, Governmental Authorities (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a material breach of such prohibitions or conditions or would give an outside party the right to terminate rights of the party to whom the applicable assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the Conveyed Assets (herein called a "Restriction"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the Conveyed Assets (herein called the "Restriction Asset") pursuant to this Agreement shall not constitute an agreement become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to assign or transfer the extent permitted by applicable law and any Transferred applicable contractual provisions, the assignment of the Restriction Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereofsubject thereto shall become effective automatically as of the Closing Date, without further action on the consent part of a third any party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations to this Agreement. Each of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant parties to this Agreement without that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any reduction in Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the Closing Date Consideration or Conveyed Assets as a "Restriction Asset" shall not be construed as an admission that any Contingent Payments, (b) from and after Restriction exists with respect to the Closingtransfer of such portion of the Conveyed Assets. In the event that any Restriction Asset exists, the Seller applicable party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other party with the benefits thereof, and the Buyer party holding such Restriction Asset will use commercially reasonable efforts enter into other agreements, or take such other action as it may deem necessary, in order to cooperate ensure that the applicable party to seek whom such Restriction Asset was intended to obtain be conveyed has the assets and concomitant rights necessary to enable the applicable party to operate such Deferred Consent Restriction Asset in all material respects as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder it was operated prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitDate.

Consents. Prior to and after the Distribution Date, Conexant and Mindspeed will, and will cause the Conexant Subsidiaries and the Mindspeed Subsidiaries, respectively, to, use their commercially reasonable efforts (as requested by the other party) to obtain, or to cause to be obtained, all Consents necessary for the transfer of all Assets, Subsidiaries and Liabilities contemplated to be transferred pursuant to this Article II; provided, however, that none of Conexant (or any of the Conexant Subsidiaries) or Mindspeed (or any of the Mindspeed Subsidiaries) shall be obligated to pay any consideration or offer or grant any financial accommodation in connection therewith. Anything in this Agreement contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, Permit if an assignment or attempted assignment or transfer thereof, of the same without the consent Consent of a third any other party or a Governmental Entity parties thereto or other required Consent would constitute a breach thereof or of any applicable law or in any way adversely affect impair the rights or obligations of any member of the Buyer, Conexant Group or the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”)Mindspeed Group thereunder. If any such required consent Consent is not obtained or if an attempted assignment would be ineffective or would impair any rights of any member of either Group under any such Contract or Permit so that the contemplated assignee hereunder (the "Recipient Party") would not receive all such consentrights, a “Deferred Consent”), then, in each such case, then after the Time of Distribution (ax) the Deferred Item shall be withheld from sale pursuant party contemplated hereunder to this Agreement without any reduction in assign such Contract or Permit (the Closing Date Consideration or any Contingent Payments, (b"Assigning Party") from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Assigning Party to cooperate pay any consideration or offer or grant any financial accommodation) to seek provide or cause to obtain be provided to the Recipient Party the benefits of any such Deferred Consent as soon as practicable after Contract or Permit and the Closing Assigning Party will promptly pay or cause to be paid to the Recipient Party when received all moneys and properties received by the Assigning Party with respect to any such Contract or Permit and (cy) until the Recipient Party will pay, perform and discharge on behalf of the Assigning Party all of the Assigning Party's Liabilities thereunder in a timely manner and in accordance with the terms thereof. If and when such Deferred Consent is Consents are obtained, the Seller and transfer of the Buyer will use commercially reasonable efforts to cooperate to provide to applicable Contract or Permit shall be effected as promptly following the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Time of Distribution as shall be practicable in a manner that would not require any Deferred Consent (accordance with the Buyer entitled to all terms of this Agreement. To the benefits extent that any transfers and subject to all the Liabilities thereunder (as Assumed Liabilities) arising assumptions contemplated by this Article II shall not have been consummated on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or Time of Distribution, the parties shall cooperate to effect such transfers as promptly following the Time of Distribution as shall be practicable, it nonetheless being agreed and understood by the parties that no party shall be liable in any act or omission manner to any other party for any failure of any of the transfers contemplated by this Article II to be consummated prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage Time of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitDistribution.

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) Subject to the Deferred Item terms and conditions herein provided, OSI and LRC shall be withheld from sale pursuant to this Agreement without (a) promptly make their respective filings and thereafter make any reduction in other required submissions under the Closing Date Consideration or any Contingent PaymentsHSR Act, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate with one another in (i) determining whether any filings are required to seek be made with, or consents, permits, authorizations or approvals are required to obtain be obtained from any other Governmental Entity or any third party in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such Deferred Consent as soon as practicable after the Closing filings and timely seeking all such consents, permits, authorizations or approvals, and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate take, or cause to provide be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as soon as possible, including, without limitation, taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under relevant antitrust or competition laws with respect to the Buyer the benefits under the Deferred Item transactions contemplated hereby. OSI shall use all reasonable efforts to which such Deferred Consent relates obtain all consents described in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed LiabilitiesSection 2.3(a) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained OSI Disclosure Letter prior to the Closing, then the Buyer and the Seller LRC shall use commercially all reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permittedobtain all consents described in Section 3.3(a) in a manner that would not require any Deferred Consent to provide of the LRC Disclosure Letter prior to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including Closing. (at the Buyer’s cost and expenseb) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating Notwithstanding anything to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing contrary in this Agreement Agreement, (including in this Section 1.10i) neither LRC nor any of it subsidiaries shall require either party or be required to divest any of their respective Affiliates businesses, product lines or assets, or to pay any money take or other consideration or grant agree to take any other accommodation action or agree to any Person limitation, that could reasonably be expected to have a Material Adverse Effect on LRC or on LRC combined with the Surviving Corporation after the Effective Time, and (including any amendment to any Transferred Contract or other modification of any Transferred Assetii) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller OSI nor any of its Affiliates subsidiaries shall have be required to divest any obligation to obtain any Deferred Consent of their respective businesses, product lines or assets, or to provide such an alternative arrangement (and the failure take or agree to do so shall nottake any other action or agree to any limitation, in and of itself, that could reasonably be deemed expected to be have a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitMaterial Adverse Effect on OSI.

Consents. Anything Nothing in this Agreement shall be deemed to the contrary notwithstanding, this Agreement shall not constitute or require an agreement assignment or an attempt to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, of the Assets if an the attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or adversely affect in any way adversely affect the rights or obligations of the Buyer, the either Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”)Buyer. If any such required consent is shall not have been obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration at or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then or the attempted transfer or assignment of any of the Assets would have an adverse effect on Buyer and the or Seller, Seller shall use commercially will cooperate with Buyer in any reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent arrangement designed to provide to for Buyer the parties the economic rights and operational equivalent benefits of obtaining such Deferred Consent and assigning or transferring such Transferred AssetAssets, including (at the Buyer’s cost and expense) enforcement by the Seller including, enforcing for the benefit of Buyer any or all rights of Seller under any Material Agreements against any other party arising out of the breach or cancellation by such other party, while permitting Buyer the possession and use of all claims such Assets for Buyer's account as if such Assets had been so transferred, assigned and delivered, or rights arising thereunder relating otherwise. Pending the obtaining of such consents, approvals or novations, Buyer will continue performance of any remaining unfulfilled obligations of Seller under any of the Material Agreements in the same manner as though the same were subcontracted to Buyer on the post-same terms and conditions as contained in the Material Agreements. In the event Seller is unable to obtain such consent or subcontract to Buyer any Material Agreement within thirty (30) days of the Closing periodDate, other than the Kaw River and Galamet contracts, the performance corresponding Material Agreement shall be excluded from the Assets purchased hereunder and there shall be a corresponding decrease in the Purchase Price representing the fair value of such excluded Material Agreement, as agreed upon by the Buyer and Seller of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including or fixed pursuant to the procedures set out in Section 5.02 of this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitAgreement.

Consents. Anything Except as set forth in this Agreement Schedule 1.3, to the contrary notwithstandingextent that Seller’s rights under any Contract or Permit that constitutes an Asset, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claimother Asset, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, may not be assigned to Buyer without the consent of a third party another Person or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any and such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is has not been obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior (the “Restricted Agreements”), and Buyer has waived in writing the delivery of such necessary consents and not terminated this Agreement pursuant to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and Section 9, Seller shall continue, for as long as Buyer shall reasonably request, but not less than three (ii3) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to months following the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use its commercially reasonable efforts to obtain or such consents as quickly as practicable. Buyer shall provide the same set forth in this reasonable cooperation to Seller with respect to obtaining such consents. Notwithstanding Section 1.10. For the avoidance of doubt1.1 and Section 2.1 hereof, neither the Seller this Agreement nor any other document or agreement to be entered into hereunder (the “Ancillary Documents”) shall constitute a sale, assignment, assumption, transfer, conveyance or delivery, or an attempted sale, assignment, assumption, transfer, conveyance or delivery, of the Restricted Agreements. Pending receipt of such consent relating to any Restricted Agreement, the Parties shall cooperate with each other, in a reasonable and lawful manner, to provide to Buyer, to the extent practicable without violating the terms of such Restricted Agreement, the benefits of the Restricted Agreement for the remainder of its Affiliates warrantsterm (or any right or benefit arising thereunder, or shall be responsible forincluding, without limitation, the successful maintenance or renewal enforcement for the benefit of Buyer of any Transferred Permitand all rights of Seller against a third party thereunder). Once the necessary consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Agreement is received, Seller shall, for no additional consideration, promptly assign, transfer, convey and deliver such Restricted Agreement to Buyer, and Buyer shall assume the express obligations under such Restricted Agreement assigned to Buyer effective as of the Closing pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the ▇▇▇▇ of Sale - Assignment and Assumption Agreement attached hereto as Exhibit “B” to be executed at the Closing (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, for no additional consideration; provided, that each Party shall pay its respective costs incurred in connection with such special purpose agreement).

Consents. Anything in Except for Required Consents which shall not be subject to this Agreement Section 6.12 (unless Buyer waives Section 7.2 with respect to a Required Consent): (a) To the extent that any Consents needed to assign to the contrary notwithstandingBuying Entities any of the Purchased Assets have not been obtained on or prior to the Closing Date despite each Party’s commercially reasonable efforts to obtain such Consents pursuant to Section 6.3 of this Agreement, this Agreement shall not constitute an agreement to assign assignment or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment thereof if such assignment or transfer thereof, without the consent of a third party or a Governmental Entity attempted assignment would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”)thereof. If any such required consent is Consents shall not be obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Seller and Buyer shall use their commercially reasonable efforts in good faith to obtain such Consent as promptly as practicable thereafter and if in the reasonable judgment of both Buyer and Seller such Consent may not be obtained, the Seller parties shall use commercially reasonable efforts in good faith to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing periodcooperate, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any to cause each of their respective Subsidiaries to cooperate, in any lawful arrangement designed to provide for the Buying Entities the benefits under any such Purchased Assets. (b) If Seller requests, the Buyer shall, and shall cause its Affiliates to, sell Products to Seller or its Subsidiaries at Seller’s list price as of the Closing Date for the shortest period necessary after Closing to enable Seller or its Affiliates to pay meet its minimum obligations under any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification obligation of any Transferred Asset) or Seller which requires the delivery of Products but which has not yet been transferred to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the SellerBuying Entity despite each Party’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain such Consents pursuant to Section 6.3 of this Agreement or provide terminated. (c) Notwithstanding any other provision of this Agreement, Seller retains the same set forth in this right to terminate any Assumed Contract after Closing if such Contract cannot be transferred to the Buying Entities within a reasonable time frame despite each Party’s commercially reasonable efforts to obtain such Consents of the other parties thereto to transfer such Contract pursuant to Section 1.10. For 6.3 of the avoidance Agreement, taking into account the terms of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or such Contract (including automatic renewal of any Transferred Permitprovisions).

Consents. Anything in this Agreement Buyer and Seller acknowledge that Buyer desires to obtain the contrary notwithstanding, this Agreement shall not constitute an agreement to assign consents listed on Schedule 4.10 attached hereto for the conveyance or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations certain of the Buyer, Property (the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred ItemMaterial Consents”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item It shall be withheld from sale pursuant a condition precedent to Seller’s and Purchaser’s obligation to close this Agreement without any reduction in transaction that Buyer shall have obtained the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising Material Consents on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement)Date. In particular, in the event that any such Deferred Consent is the Material Consents are not obtained prior to the ClosingClosing Date, Buyer or Seller may elect to extend the Closing Date for up to thirty (30) days in order to obtain the Material Consents and if the Material Consents cannot be obtained on or before the expiration of such thirty (30) day extension, then either Buyer or Seller may terminate this Agreement in which event the Deposit shall be returned to Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either neither party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation further rights or obligations hereunder except as provided in Sections 4.5, 4.6, 4.7, 10.7 and 11.11. Within ten (10) days of the Effective Date, Buyer shall use good faith efforts to identify all other consents Buyer desires to obtain. Buyer and Seller shall mutually cooperate to prepare the forms of the Material Consents and such other consents and to obtain any Deferred Consent the Material Consents and such other consents. Seller shall pay for legal or to provide such an alternative arrangement (and the failure to do so shall not, other de minimus costs in and of itself, be deemed to be a breach connection with assignment of the Seller’s representations, warranties or covenants hereunder) other than Clear Creek Concession Agreement and assignment of the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10Water Rights. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall not be responsible forfor any other costs or expenses related to obtaining the Material Consents and any other third party consents or approvals related to this transaction (including without limitation, the successful maintenance any negotiated amounts required in connection with any assignment or renewal of any Transferred Permitcredit enhancement requirements under any Contract).

Consents. Anything (a) If there are any consents required in this Agreement connection with the Contemplated Transactions that have not been obtained (or otherwise are not in full force and effect) at the Closing, then, in the case of each Contract as to which such consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer and Seller shall reasonably cooperate in good faith to either have Seller (i) continue its efforts to obtain the consents; or (ii) retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If the Parties agree to have Seller continue its efforts to obtain any consents and the Closing occurs, then notwithstanding anything to the contrary notwithstandingherein, this Agreement no Transaction Document shall not constitute a sale, assignment, assumption, transfer, conveyance or delivery or an agreement attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, Seller shall use its commercially reasonable efforts, and cooperate with Buyer, to assign or transfer obtain the consent relating to each Restricted Contract as quickly as practicable. Pending receipt of such consents relating to any Transferred Asset Restricted Contract, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereofincluding the enforcement for the benefit of Buyer of any and all rights of Seller against a Third Party thereunder). Once a consent for the sale, without the consent assignment, assumption, transfer, conveyance and delivery of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Restricted Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closing, the Seller date of assignment to Buyer pursuant to a special-purpose assignment and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide assumption agreement substantially similar to the Buyer Assignment and Assumption Agreement (which special-purpose agreement the benefits under the Deferred Item to which such Deferred Consent relates Parties shall prepare, execute and deliver in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (good faith at the time of such transfer, all at no additional cost to Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit).

Consents. Anything in Buyers acknowledge that certain consents and waivers --------- with respect to the transactions contemplated by this Agreement may be required from parties to the contrary notwithstanding, Contracts listed on the Schedules hereto and that such consents and waivers may not have been obtained. Buyers agree that Seller shall not have any liability whatsoever to Buyers arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement shall not constitute an agreement to assign or transfer because of the termination of any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer Contract as a result thereof, without subject to the consent accuracy of a third party Seller's representations and warranties made herein. Buyers further agree that no representation, warranty or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations covenant of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item contained herein shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration breached or any Contingent Paymentsdeemed breached, (b) from and after the Closingno condition shall be deemed not satisfied, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing result of (i) except for the failure to obtain any obligations to the extent arising from such consent or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and waiver so described, (ii) without limiting the Seller’s liability under Article V for any breach such termination or (iii) any lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any representation, warranty, covenant person arising out of or agreement of relating to the Seller in this Agreement). In particular, in the event that failure to obtain any such Deferred Consent is not obtained prior consent or any such termination, subject to the accuracy of Seller's representations and warranties made herein. Prior to the Closing, then Seller shall, and shall cause the Buyer Company and the Subsidiaries to, cooperate with Buyers, upon the request of Buyers, in any reasonable manner in connection with Buyers' obtaining any such consents and waivers; provided, however, that such cooperation shall not include any -------- ------- requirement of Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates its affiliates (including the Company and the Subsidiaries) to pay expend money, commence or participate in any money litigation or other consideration offer or grant any other accommodation (financial or otherwise) to any Person third party; provided further, however, if a novation agreement or similar agreement covering ---------------- ------- Government Contracts is required by the Company's customers (including any amendment including, but not limited to any Transferred Contract or other modification of any Transferred Assetthe United States Government and its agencies) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach because of the Seller’s representationsBuyers' acquisition of the Acquired Shares, warranties or covenants hereunder) other than the undertaking Company and Seller agree to cooperate fully with the Buyers and to use commercially all reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance a novation agreement, if required, as promptly as possible which efforts may include execution of doubt, neither a novation by the Seller nor any of its Affiliates warrants, or shall (as to which Seller will be responsible for, entitled to indemnification by the successful maintenance or renewal of any Transferred PermitCompany) reasonably acceptable to Seller with respect to such novation.

Consents. Anything in this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, there shall be excluded from the transactions contemplated by this Agreement shall any Real Property Lease, Equipment Lease, Intellectual Property License, Permit, Assumed Contract, Contract or right which is not constitute an agreement to assign assignable or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, transferable without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect Person other than the rights or obligations of the BuyerAsset Selling Entities, the Seller Conveyed Companies or any Selling Subsidiary thereunder of Sellers or violate any applicable Law (any such Transferred AssetPurchaser, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would such consent shall not have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained been given prior to the Closing; provided, then the Buyer that each of Sellers and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred AssetPurchaser, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any the continuing obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and after the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking Closing to use commercially reasonable efforts to obtain all necessary consents to the assignment or provide transfer thereof, it being understood that, except as provided in the same set forth in this Section 1.10. For the avoidance of doubtimmediately succeeding sentence, neither the Seller Sellers nor any of its their respective Affiliates warrantsor Subsidiaries shall be required to commence any litigation or expend money or offer or grant any accommodation (financial or otherwise) to any third party to obtain such consents. Notwithstanding the foregoing, to the extent that the expenditure of funds is reasonably necessary in order to obtain any such consents, (x) the first One Hundred Thousand Dollars ($100,000) of such expenditures shall be borne by Sellers, (y) the next One Hundred Thousand Dollars ($100,000) of such expenditures shall be borne by Purchaser and (z) no Party shall have any obligation to expend any funds after the first Two Hundred Thousand Dollars ($200,000) of expenditures as provided in clauses (x) and (y). Upon obtaining the requisite third party consents thereto, such Real Property Leases, Equipment Leases, Intellectual Property Licenses, Permits, Assumed Contracts, Contracts or rights, if otherwise includable in the Purchased Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to Purchaser hereunder. (b) With respect to any Real Property Lease, Equipment Lease, Intellectual Property License, Assumed Contract, Contract, Permit or right that is not included in the Purchased Assets or assigned to Purchaser at the Closing by reason of the provisions of Section 2.6(a), after the Closing and until any requisite consent is obtained therefor and the same is transferred and assigned to Purchaser, the Parties shall cooperate with each other, upon written request of Purchaser, in endeavoring to obtain for Purchaser, at no cost to Sellers or any of their Affiliates, an arrangement with respect thereto to provide for Purchaser substantially comparable benefits therein, and Purchaser agrees to indemnify Sellers and their respective Affiliates in respect of all Liabilities in respect of any such arrangement and underlying lease, license, contract, agreement or right. (c) Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to the Real Property Leases, Equipment Leases, Intellectual Property Licenses, Assumed Contracts, Contracts, Permits or rights and that such consents have not been and may not be obtained. Purchaser agrees that neither Sellers nor any of their Affiliates shall have any liability whatsoever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default under, or acceleration or termination of, any Real Property Lease, Equipment Lease, Intellectual Property License or Assumed Contract, Contract, Permit or right, as a result thereof. Purchaser further agrees that no representation, warranty or covenant of Sellers contained herein shall be responsible forbreached or deemed breached, and no condition to Purchaser's obligations to close the successful maintenance transactions contemplated by this Agreement (except for Section 7.7) shall be deemed not satisfied as a result of (i) the failure to obtain any such consent or renewal as a result of any Transferred Permitsuch default, acceleration or termination; or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent or any such default, acceleration or termination.

Consents. Anything in this Agreement to To the contrary notwithstanding, this Agreement shall extent any Acquired Contracts may not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, be assigned without the prior written consent of any third party thereto or may only be assigned upon providing notice to a third party or a Governmental Entity would constitute a breach thereof or party, Seller and Buyer will cooperate with each other in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (giving any such Transferred Assetnotices to third parties, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will both use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain any third party consents required in connection with the assignment of any such Acquired Contracts, provided that Seller shall not be required to commence any action or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrantssuit, or expend any monies (other than nominal administrative fees) in connection with its obligations herein. In the event that an Acquired Contract is assigned without its required respective third party consent, and such assignment is deemed a breach of such Acquired Contract by the respective third party, Buyer shall assume all liability for such breach and shall indemnify and hold Seller harmless for any and all such liability pursuant to Sections 8.3 and 8.6 hereof. With respect only to that certain executory contract with National Wholesale Liquidators, Inc., NWL Holdings, Inc., and National Wholesale Liquidators of Union, Inc. (collectively, "NWL") identified in Schedule 1.1(iv)(4) (the "NWL Contract"), as to which Seller is assigning only its rights with respect to NWL's obligation to purchase certain merchandise as provided in section 1.1(b) thereof), Seller agrees that if NWL refuses to purchase the merchandise supplied by Buyer in connection with said Section 1.1(b) on the basis that the NWL Contract may not be responsible forassigned or performed by Buyer, then Seller agrees to cooperate, at Buyer's sole cost and expense, with such reasonable requests as Buyer may make to facilitate the successful maintenance or renewal delivery of any Transferred Permitsuch merchandise to, and collection of the price therefor from, NWL under the NWL Contract.

Consents. Anything Sellers will use commercial reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all Properties, the names and current addresses of parties for the Consents that are identified on Exhibit 4.1(g). In attempting to identify the names and addresses of such parties holding the same, Sellers shall in no event be obligated to go beyond its own records. Within five (5) days after the execution of this Agreement, Sellers will request, from the parties identified (and in accordance with the documents creating such rights), execution of the Consents except as to consents arising under the leases with the Commonwealth of Pennsylvania (said consents are herein deemed to be Routine Government Approvals customarily obtained by Buyer after Closing and shall not be obtained by Seller). Sellers shall provide Buyer with copies of such requests and of all responses and other correspondence related thereto. Sellers shall have no obligation other than to attempt to identify the holders of such Consents and to request the Consents from same (including, without limitation, any obligation of Seller to assure that such Consents are obtained). Except to the extent that Buyer can establish that Sellers failed to fulfill the obligations set forth above in this Agreement Section, Buyer shall release and waive any claim against or remedies from the Seller Indemnitees as to any claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys’ fees) whatsoever that arise out of the failure to obtain Consents with respect to any transfer by Sellers to Buyer of any part of the Properties and with respect to any subsequent transfers thereof WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY. If, prior to Closing, a Seller has not obtained requested consents as to its interest in the Properties, the affected Property shall be retained by such Seller and shall not be conveyed to the contrary notwithstandingBuyer at Closing, this Agreement and the Parties shall not constitute an agreement proceed with the Closing and the Purchase Price shall be adjusted downward by the Allocated Amount of the Property. Any Property so retained by the Seller and held back at the initial Closing will be conveyed to assign or transfer any Transferred Asset or any claimBuyer, right or benefit arising thereunder or resulting therefromin accordance with the terms hereof, if an attempted assignment or transfer thereof, without at a delayed Closing within ten (10) Business Days following the consent of a date on which the Seller obtains such third party approval or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (consent with respect to any such Transferred Asset, claim, right Property. In the event a Seller is unable to obtain the necessary approval or benefit, a “Deferred Item”). If any such required consent is not obtained prior to twelve (such consent, a “Deferred Consent”), then, in each such case, (a12) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and months after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent approval or consent is obtainednot waived by Buyer, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller retained Property shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such become an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitExcluded Property.

Consents. Anything (a) Nothing in this Agreement to or the contrary notwithstanding, this Agreement Ancillary Agreements shall not constitute be construed as an agreement to assign any Contract, Governmental Authorization, Intellectual Property or transfer any Transferred other Purchased Asset that by its terms or any claimpursuant to applicable Law is not capable of being sold, right assigned, transferred or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, delivered without the consent or waiver of a third party or a Governmental Entity would constitute a breach thereof Authority unless and until such consent or in any way adversely affect waiver shall be given (the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred ItemNonassignable Assets”). If The Sellers shall use their commercially reasonable efforts, and the Purchaser shall cooperate reasonably with the Sellers, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Purchaser all of the Purchased Assets. In the event any such required consent is consents or waivers have not been obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant prior to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the ClosingDate, the Seller and the Buyer will Sellers shall continue to use their commercially reasonable efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Sellers will cooperate with the Purchaser in any lawful and economically feasible arrangement to seek provide that the Purchaser shall receive the interest of the Sellers in the benefits under any such Contract, Governmental Authorization that is transferable, Intellectual Property or other Purchased Asset, including performance by the Sellers, if economically feasible, as agent; provided that the Purchaser shall undertake to obtain pay or satisfy the corresponding liabilities for the enjoyment of such Deferred Consent benefit to the extent the Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Nothing in this Section 2.10 shall affect the Sellers’ or the Purchaser’s right to terminate this Agreement under Section 7.1 in the event that any consent or waiver as soon described on Schedule 5.3 is not obtained. (b) Notwithstanding the provisions of Section 2.1, 2.3 and 2.10(a) of this Agreement, (i) no Purchased Assets related to the business (the “Seller Prepaid Debit Card Business”) of Cornerstone Marketing, LLC and its subsidiaries (such Purchased Assets, the “Seller Prepaid Debit Card Assets”) shall be assigned or transferred to the Purchaser, and such Seller Prepaid Debit Card Assets shall be deemed to be Nonassignable Assets, and (ii) no Liabilities arising out of or relating to the Seller Prepaid Debit Card Business, whether arising prior to or following the Closing, shall be assumed by the Purchaser, until such time as practicable after Sellers have received all consents, waivers or other agreements necessary to convey to the Purchaser all of the Seller Prepaid Debit Card Assets free and clear of all Encumbrances. From the Closing and (c) until such Deferred Consent is obtainedconsents, waivers or other agreements have been obtained by Sellers (such period of time, the “Transition Period”), to the extent permitted by applicable Law and the terms of such Seller Prepaid Debit Card Assets, the Seller Prepaid Debit Card Assets shall be held, as of the Closing, by Sellers and all net economic benefits of the Buyer will use commercially reasonable efforts Seller Prepaid Debit Card Business shall be for the Purchaser’s account. Sellers shall take or cause to cooperate be taken such actions in their name or otherwise as the Purchaser may reasonably request so as to provide the Purchaser with the benefits of the Seller Prepaid Debit Card Business and to effect collection of money or other consideration that becomes due and payable under the Seller Prepaid Debit Card Business, and Sellers shall promptly pay over to the Buyer Purchaser all net economic benefits received by it in respect of the benefits under Seller Prepaid Debit Card Business. Upon receipt of all such consents and waivers, Sellers shall, if requested by the Deferred Item Purchaser within 180 days of the Closing Date, promptly assign the Seller Prepaid Debit Card Assets to which such Deferred Consent relates in a manner that would not require the Purchaser without any Deferred Consent (with additional consideration therefor, and if the Buyer entitled Purchaser elects to take the assignment of the Seller Prepaid Debit Card Assets, the Purchaser shall assume all Liabilities arising out of or relating to the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) Seller Prepaid Debit Card Business arising on or after the Closing date of such assignment (i) except for any obligations Liability arising out of or relating to the extent arising from (A) any Seller’s breach of, or related failure to any breach comply with, on or violation thereunder prior to such date, any covenant or obligation in any Contract included in the Closing Seller Prepaid Debit Card Assets or (B) any act or omission event that occurred prior to such date that, with the Closing that passing of time or the giving of notice, or both, would have constituted constitute such a breach or violation thereunder upon notice or passage of time failure). During the Transition Period, the Purchaser will make available to the Sellers such personnel, facilities and (ii) without limiting other assets as may be necessary to provide services that are necessary for the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement operation of the Seller in this Agreement)Prepaid Debit Card Business at no cost to the Sellers. In particularEZCORP, after consultation with the President of the Post-Closing Business Unit, will have the right, in the event that any such Deferred Consent is not obtained prior its reasonable discretion, to designate which personnel it will assign to perform these transition services. Notwithstanding anything to the Closingcontrary contained herein, then the Buyer and the no Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use have breached this Agreement if it took commercially reasonable efforts to obtain all consents, waivers or provide other agreements to assign and transfer the same set forth in this Section 1.10Seller Prepaid Debit Card Assets to the Purchaser. For Notwithstanding anything to the avoidance of doubtcontrary contained herein, neither upon the execution of the Agreement nor at the Closing, shall any Seller be deemed to give any representation or warranty with respect to the Seller nor Prepaid Debit Card Business or the Seller Prepaid Debit Card Assets or be deemed to have breached any representation or warranty if the Seller Disclosure Schedule omits information about the Seller Prepaid Debit Card Business or the Seller Prepaid Debit Card Assets. Upon the assignment of its Affiliates warrantsthe Seller Prepaid Debit Card Assets, HIP and each Seller that owns all or a portion of such Seller Prepaid Debit Card Assets will execute a document of assignment (the “Cornerstone Assignment”) in which they will jointly and severally give representations and warranties with respect to the Seller Prepaid Debit Card Assets and the Seller Prepaid Debit Card Business substantially similar to those contained in: Sections 3.1, 3.2, 3.3, 3.7, 3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 3.19, 3.20, 3.22, 3.23, 3.26, 3.27 and 3.31, with appropriate disclosure schedules and appropriate modifications necessary to reflect that only HIP and Sellers that own all or a portion of the Seller Prepaid Debit Card Assets are making such representations and warranties, only the Seller Prepaid Debit Card Assets are being transferred, and the date of the transfer. In the event that all necessary consents and waivers are not obtained within 180 days after the Closing or all such consents and waivers are obtained and the Sellers tender such Seller Prepaid Debit Card Assets to the Purchaser, and the Purchaser elects not to accept the Seller Prepaid Debit Card Assets and assume all Liabilities arising out of or relating to the Seller Prepaid Debit Card Business within 180 days of the Closing Date, the Sellers shall thereafter be entitled to retain and shall be responsible forthe sole and exclusive owner of the Seller Prepaid Debit Card Assets and all economic benefits in respect of the Seller Prepaid Debit Card Business. (c) From time to time after the Closing, and for no further consideration, each of the successful maintenance parties shall execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be necessary or renewal of any Transferred Permitdesirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

Consents. Anything in this Agreement If ASSIGNOR is unable before Closing to obtain the required Consents, then: (i) ASSIGNOR and ASSIGNEE by written agreement may proceed with Closing as to the contrary notwithstandingportion of the Property affected by the unobtained Consents, this Agreement shall not constitute an agreement including any Required Consents, subject to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or further obligations of ASSIGNOR and ASSIGNEE set forth in Section 5.5.3(b) in the Buyer, event that such Consents are ultimately denied after Closing; or (ii) If the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is parties do not obtained (such consent, a “Deferred Consent”agree to proceed in accordance with Section 5.5.2(b)(i), then, (A) with respect to any Consent that is not a Required Consent, then ASSIGNOR and ASSIGNEE will proceed with Closing as to the portion of the Property affected by such unobtained Consents, subject to the further obligations of ASSIGNOR and ASSIGNEE set forth in each such case, (aSection 5.5.3(b) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and event that such Consents are ultimately denied after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (cB) until subject to the proviso in this sentence, with respect to any Consent that is a Required Consent, either ASSIGNOR or ASSIGNEE may elect to exclude the portion of the Property affected by such Deferred unobtained Required Consent is obtainedfrom the transaction under this Agreement, adjust the Purchase Price by the Allocated Value of the excluded portion of the Property, and proceed with Closing as to the remainder of the Property; provided, however, that in the event ASSIGNOR exercises this exclusion right, ASSIGNEE shall have the right, but not the obligation, to elect to keep the affected portion of the Property in the transaction and the parties will proceed with Closing as to the portion of the Property affected by the unobtained Required Consents subject to the further obligations of ASSIGNOR and ASSIGNEE set forth in Section 5.5.3(b) in the event that such Required Consents are ultimately denied after Closing. If the unobtained Required Consents affect all or a portion of a unitized, communitized or pooled Property, for purposes of this clause, the Seller affected portion of the Property shall be deemed to be the entire unitized, communitized or pooled Property. If the affected portion of the Property was excluded at Closing, but ASSIGNOR obtains such Required Consent on or before the Final Settlement Date, ASSIGNOR shall convey the affected portion of the Property to ASSIGNEE, effective as of the Effective Date, and ASSIGNEE shall pay to ASSIGNOR the Buyer will use commercially reasonable efforts Allocated Value of the affected portion of the Property, adjusted pursuant to cooperate Section 2.2. Unless and until the affected portion of this Property is conveyed to provide ASSIGNEE in accordance with the preceding sentence, the affected portion of the Property shall be deemed to be an Excluded Asset. (iii) For purposes of this Agreement, “Required Consent” shall mean each of the Buyer following Consents: (A) any Consent, the benefits failure to obtain which would cause (1) the assignment to ASSIGNEE of the portion of the Property affected thereby to be void or (2) the termination of a lease, contract or agreement under the Deferred Item to which such Deferred express terms thereof; (B) any Consent relates in a manner requested by ASSIGNOR that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder has been denied prior to the Closing in writing; or (C) any act or omission prior to the Closing Consent that would have constituted is required from a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitGovernmental Authority.

Consents. Anything (a) Each Seller shall use its Reasonable Best Efforts to promptly obtain all Consents listed in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”Schedule 3.2(c). If there are any Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Purchased Contract as to which such required consent is Consents were not obtained (such consent, a “Deferred Consent”or otherwise are not in full force and effect) (the "Restricted Contracts"), then, in each Buyer may waive the closing conditions as to any such case, Consent and either: (ai) elect to have the Deferred Item shall be withheld from sale pursuant applicable Seller continue its efforts to this Agreement without any reduction in obtain the Closing Date Consideration Consent; or any Contingent Payments, (ii) elect to have the applicable Seller retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If Buyer elects to have the applicable Seller continue its Reasonable Best Efforts to obtain any Consent and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the ▇▇▇▇ of Sale, Assignment and Assumption nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contract, and following the Closing, the applicable Seller shall use Reasonable Best Efforts to obtain the Consent relating to each Restricted Contract as quickly as practicable. Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, the applicable Seller shall promptly assign, transfer, convey and deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract from and after the Closingdate of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the ▇▇▇▇ of Sale, the Seller Assignment and the Buyer will use commercially reasonable efforts to cooperate to seek Assumption, as applicable. A Seller's failure or inability to obtain such Deferred Consent as soon as practicable with respect to a Restricted Contract after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would exercise of Reasonable Best Efforts shall not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted constitute a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach by such Seller of any representation, warranty, covenant or agreement provision of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates give rise to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any a claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitfor Damages by Buyer.

Consents. Anything If there are any Seller Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Land Contract or Project Contract as to which such Seller Consents were not obtained (or otherwise are not in full force and effect), Buyer may waive the closing conditions as to any such Seller Consent and either: (a) elect to have Seller continue to use Commercially Reasonable Efforts to obtain the Seller Consents; or (b) elect to have Seller retain that Land Contract or Project Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Seller Consents and the Closing occurs, neither this Agreement, the Assignment and Assumption Agreement, the Land Contracts Assignment Documents nor any other document related to the consummation of the transactions contemplated by this Agreement will constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the such Land Contracts or Project Contracts, and following the Closing, the Parties will use Commercially Reasonable Efforts, and cooperate with each other, to obtain the contrary notwithstandingSeller Consent relating to each such Land Contract or Project Contract as quickly as practicable. Pending the obtaining of such Seller Consents relating to any such Land Contract or Project Contract, this Agreement shall not constitute an agreement the Parties will cooperate with each other in any reasonable and lawful arrangements designed to assign provide to Buyer the benefits of use of such Land Contract or transfer any Transferred Asset Project Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Seller Consent for the sale, assignment, assumption, transfer, conveyance and delivery of such a Land Contract or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Project Contract is obtained, Seller will promptly assign, transfer, convey and deliver such Project Contract to Buyer, and Buyer will assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Project Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closing, the Seller date of assignment to Buyer pursuant to a special-purpose assignment and the Buyer will use commercially reasonable efforts assumption agreement substantially similar in terms to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement those of the Seller Assignment and Assumption Agreement or the Land Contracts Assignment Documents, as applicable (which special-purpose agreement the Parties will prepare, execute and deliver in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (good faith at the time of such transfer, all at no additional cost to Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit).

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) Subject to the Deferred Item shall other provisions of this Section 6.5, each Party will use its respective commercially reasonable efforts (i) to take promptly, or cause to be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, taken (b) from and including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to complete and make effective the Seller Contemplated Transactions and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent (ii) as soon promptly as practicable after the Closing date of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and (c) until such Deferred Consent is obtainedmake all filings with, all Governmental Authorities, and to obtain all other consents, waivers, approvals and other authorizations from, and give all other notices to, all other third Persons, that are necessary or advisable in connection with the Seller authorization, execution and delivery of this Agreement and the Buyer will use commercially reasonable efforts to cooperate to provide completion of the Contemplated Transactions, including the Required Consents for the Assumed Contracts and other instruments listed on Schedule 6.5(a) (“Designated Required Consents”). (b) Subject to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent foregoing, if one or more Required Consents listed on Schedule 6.5(b) (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities“Other Required Consents”) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the ClosingClosing Date, then or if an attempted assignment would be ineffective or would adversely affect Seller’s ability to convey its interest to Buyer, Seller or its agents will on or after the Buyer and the Seller shall use Closing Date, take commercially reasonable efforts action and do or cause to enter into such arrangements (including subleasing be done things that are necessary or subcontracting if permitted) in a manner proper to assure that would not require any Deferred Consent to provide to the parties the economic rights and operational equivalent obligations of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller thereunder will be preserved for the benefit of Buyer in accordance with Section 2.5(b). Buyer will be solely responsible for any and all amounts of any financial accommodations to any third Person solely in connection with such third Person’s consent to assignment of the Other Required Consents. (c) As soon as reasonably practicable and in any event within 10 business days following the execution and delivery of this Agreement, Seller and Buyer of all claims or rights arising thereunder relating to will each file a Notification and Report Form and related material with the post-Closing period, Federal Trade Commission and the performance by the Buyer Antitrust Division of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement United States Department of Justice under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (including in this Section 1.10) shall require either party or any of the “HSR Act”), will use their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain early termination of the applicable waiting period and will make all further filings pursuant thereto that may be necessary, proper or provide the same set forth in this Section 1.10advisable. For the avoidance of doubtThe foregoing will not be deemed to require Buyer to enter into any agreement, neither the Seller nor consent decree or other commitment requiring Buyer or any of its Affiliates warrants, to divest (including through the granting of any license rights) or shall be responsible forhold separate any assets (including the Transferred Assets) or to take any other action that would have a Material Adverse Effect on Buyer or any of its Affiliates (including for this purpose, the successful maintenance Transferred Assets, the Assumed Liabilities and the business to be conducted with the Transferred Assets). In addition, each Party agrees to file with the applicable Governmental Entity, as soon as reasonably practicable following the date of this Agreement, any filings or renewal similar information submissions required under any other applicable antitrust or other competition Laws. Notwithstanding the foregoing, Buyer will be solely responsible for any and all filing fees due under the HSR Act and any non-U.S. applicable laws in connection with the filings described above, and Seller will not have any Liability or other obligation with respect to the payment of such filing fee other than its own internal costs as well as costs and expenses of its counsel and advisors in connection therewith. (d) Each Party will promptly notify the other Party of any Transferred Permitcommunication it or any of its Affiliates receives from any Governmental Entity relating to the Contemplated Transactions, and will permit the other Party to review in advance any proposed communication by such Party to any Governmental Entity. Neither Party will agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Each Party will provide to counsel for the other Party copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the Contemplated Transactions.

Consents. Anything The Seller shall, on and after the Closing Date, cooperate with the Buyer to obtain all written consents required to consummate the transactions contemplated hereby, including, without limitation, any consent required by the Buyer to assign the Transferred Contracts to the Buyer, and shall deliver to the Buyer copies, reasonably satisfactory in form and substance to counsel for the Buyer, of such written consents. Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor any agreement, instrument or other document executed in connection herewith shall not constitute an agreement to sell, assign or transfer any Transferred Asset Contract or any claim, right right, benefit or benefit arising obligation thereunder or resulting therefromtherefrom if a sale, if an attempted assignment or transfer thereof, without the consent of of, or notice to, a third party or a Governmental Entity thereto, would constitute a breach or violation thereof and such consent or in any way adversely affect notice is not obtained or provided at or prior to the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”)Closing. If any such required consent is or notice shall not be obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant or provided at or prior to this Agreement without any reduction in the Closing Date Consideration or if any Contingent Paymentsattempted assignment would be ineffective or would impair the Buyer’s rights with respect to any of the Purchased Assets, (b) then from and after the Closing, the Seller and the Buyer will shall (A) continue to use its commercially reasonable efforts to cooperate to seek to obtain any such Deferred Consent required consent and provide any required notice as soon promptly as practicable after the Closing and possible; (cB) until such Deferred Consent is obtained, the Seller and the Buyer will use its commercially reasonable efforts to cooperate to assure that the rights and benefits of the Seller under each Transferred Contract shall be preserved for, and provided to, the Buyer; (C) provide for the Buyer all benefits of, and all payments, revenue, and other consideration derived from, each Transferred Contract (all of which, the Seller shall deliver to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of promptly following receipt by the Seller in this Agreement). In particularand, in the event that any such Deferred Consent is not obtained prior to the Closinguntil delivery, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement be held by the Seller for the exclusive benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, Buyer); and the performance by (D) cooperate with the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or reasonable arrangement designed to provide such an alternative arrangement benefits, payments, revenue and other consideration to the Buyer. On and after the Closing Date, and until such consents to assignment have been obtained, the Seller (i) agrees to continue performance under the Transferred Contracts in accordance with their terms and conditions in the failure to do so shall not, in and of itself, be deemed to be a breach ordinary course of the Seller’s representationsBusiness; and, warranties or covenants hereunder(ii) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubtwill not terminate, neither the Seller nor any of its Affiliates warrantscancel, breach, or shall be responsible forcause the termination, cancellation, or a breach, of the successful maintenance or renewal of any Transferred PermitContracts.

Consents. Anything Notwithstanding anything contained in this Agreement Agreement: (a) To the extent that assignment by Seller to the contrary notwithstanding, this Agreement shall Purchaser of any Assigned Contract or other right is not constitute an agreement to assign permitted or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, is not permitted without the consent of a third party party, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not obtained or a Governmental Entity if such an undertaking otherwise would constitute a breach thereof of or in any way adversely affect the rights or obligations cause a loss of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”)benefits thereunder. If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into obtain any and all such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide third party consents prior to the parties Closing Date. (b) If and to the economic and operational equivalent of obtaining extent that any required third party consent is unable to be obtained, Seller shall continue to be bound by any such Deferred Consent and assigning Assigned Contract or transferring other right (each, a “Non-Assigned Contract”). In such Transferred Assetevent, including to the extent Purchaser deems reasonably necessary, (at the Buyer’s cost and expensei) enforcement by the Seller for shall make the benefit of such Non-Assigned Contract available to Purchaser, and (ii) the Buyer assignment provisions of all claims or rights arising thereunder relating this Agreement shall operate to the postextent permitted by law or the applicable Non-Closing periodAssigned Contract to create a subcontract, sublease or sublicense with Purchaser to perform each relevant Non-Assigned Contract at a price equal to the monies, rights and other consideration receivable or payable by Seller with respect to the performance by or enjoyment of Purchaser under such subcontract, sublease or sublicense. To the Buyer extent such benefit is made available and/or such subcontract, sublease or sublicense is created, (1) Purchaser shall pay, perform and discharge fully all obligations of Seller under any such Non-Assigned Contract from and after the Closing Date, (2) Seller shall, without further consideration therefor, pay and remit to Purchaser promptly any monies, rights and other consideration received in respect of such Non- Assigned Contract performance, and (3) Seller shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as reasonably directed by Purchaser and at Purchaser’s expense. (c) If and when any third party consent contemplated shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, Seller shall promptly assign all of its rights and obligations thereunder on a prompt and punctual basis. Nothing or in this Agreement (including in this Section 1.10) shall require either party or any connection therewith to Purchaser without payment of their respective Affiliates to pay any money or other further consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permittherefor.

Consents. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingAgreement, this Agreement shall does not constitute effect an agreement assignment of any Purchased Contract to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, the extent that such Purchased Contract is not assignable under the Bankruptcy Code without the consent of a third the other party or a Governmental Entity would constitute a breach thereof parties thereto, and the consent of such other party has not been given or in any way adversely affect the rights or obligations received, as applicable, as of the BuyerClosing. As to any Purchased Asset, including any Purchased Contract and Governmental Authorization, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer Sellers will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon promptly as practicable after prior to the Closing (and, prior to the entry by the Bankruptcy Court of an order confirming a Chapter 11 plan or dismissing the Chapter 11 Cases, and (c) until subject to the availability of funds for such Deferred Consent is obtainedpurpose, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or continue seeking after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representationClosing, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent if consent is not obtained prior to the Closing), the consent of the other parties to transfer such Purchased Asset to the Purchaser or, if required, novation thereof to the Purchaser or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers and the Purchaser that such consent is not required. In no event, however, will the Sellers be obligated to pay any money to any Person or to offer or grant financial or other accommodations to any Person in connection with obtaining any consent, waiver, confirmation, novation or approval with respect to any such Purchased Contract. If any required consent, waiver, confirmation, novation or approval is not obtained with respect to any such Purchased Asset prior to the Closing, then to the Buyer extent permitted by applicable Law, the Sellers and the Seller shall use commercially reasonable efforts Purchaser will cooperate to enter into such arrangements establish an agency type or other similar arrangement reasonably satisfactory to the Sellers and the Purchaser under which the Purchaser would obtain (including by means of subcontracting, sublicensing or subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide arrangement), to the parties extent practicable, all rights, and assume the economic and operational equivalent corresponding Assumed Liabilities thereunder for the period of obtaining time that the Purchaser shall receive such Deferred Consent and assigning rights, or transferring such Transferred Assetunder which the Sellers would enforce, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer Purchaser, with the Purchaser assuming and agreeing to pay the Sellers’ Liabilities and expenses (other than Excluded Liabilities) for the period of time that the Purchaser shall receive such benefits, any and all claims or rights arising thereunder of the Sellers against a Third Party to any such Purchased Asset. In such event: (a) the Sellers will promptly pay to the Purchaser when received all moneys relating to the post-period on or after the Closing periodDate received by it under any Purchased Asset not transferred pursuant to this ‎Section 2.11; and (b) for the period of time set forth in clause (a) the Purchaser will promptly pay, and perform or discharge when due any Assumed Liabilities arising thereunder after the performance Closing Date but not transferred to the Purchaser pursuant to this Section 2.11. The failure by the Buyer of Purchaser or the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation Sellers to obtain any Deferred Consent required consent, waiver, confirmation, novation or approval with respect to provide such an alternative arrangement (any Purchased Contract will not relieve any party from its obligation to consummate at the Closing the transactions contemplated by this Agreement. The Purchaser acknowledges that no adjustment to the Purchase Price will be made for any Purchased Assets that are not assigned and that the failure to do so shall not, Purchaser will have no claim against the Sellers after the Closing in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal respect of any Transferred Permitsuch unassigned Purchased Assets.

Consents. Anything in (a) The parties shall use commercially reasonable efforts to obtain any third party consents necessary for the assignment of any Station Contract or Real Property Leases (which shall not require any payment to any such third party), but no such consents are conditions to Closing. (b) To the extent that any Station Contract may not be assigned without the consent of any third party, and such consent is not obtained prior to Closing, this Agreement and any assignment executed pursuant to the contrary notwithstanding, this Agreement shall not constitute an agreement assignment thereof; provided, however, with respect to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such casecontract, (ai) the Deferred Item parties shall be withheld from sale pursuant cooperate to this Agreement without any reduction the extent feasible in effecting a lawful and commercially reasonable arrangement under which Townsquare shall receive the Closing Date Consideration or any Contingent Payments, (b) benefits thereunder from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent of the benefits received, Townsquare shall pay and perform Cumulus’s obligations arising thereunder from or related to any breach or violation thereunder prior to the and after Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time in accordance with its terms; and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer parties shall cooperate with each other and the Seller each contract counterparty and shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide consent to such assignment as soon as practicable following the same set forth in Closing. In the event the parties are unable to effect a lawful and commercially reasonable arrangement under which Townsquare shall receive the benefits from any Station Contract from and after Closing, then the parties shall proceed to Closing (with Cumulus’s representations and warranties deemed modified to take into account any such condition) and Cumulus shall either (A) defend, indemnify and hold harmless Townsquare to the extent necessary to make Townsquare whole as it relates to any such Station Contract, and from and against any and all Damages related thereto; provided, however, the maximum aggregate liability of Cumulus under this Section 1.10. For the avoidance of doubt, neither the Seller nor with respect to any of its Affiliates warrants, or Station to which any such Station Contract(s) relates shall be responsible for, an amount equal to seven (7) times broadcast cash flow for the successful maintenance twelve months ended 5/31/13; or renewal (2) exclude all of any Transferred Permitthe Stations in the market(s) in which such Station Contract resides from the transactions contemplated hereby by written notice to Townsquare within two (2) days of the original Closing Date and the Closing Date shall be delayed by two (2) business days to accommodate such election. Any excluded Stations shall be deemed to be included within the Cumulus Excluded Assets and the amount of Cash Consideration shall be reduced in accordance with Schedule 1.9(f).

Consents. Anything If there are any Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract or Bactolac Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Contracts"), Buyer may waive the closing conditions as to any such Consent and elect to have Seller continue its efforts to obtain the Consents. If Buyer elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.5, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, the parties shall not constitute an agreement use best efforts, and cooperate with each other, to assign or transfer obtain the Consent relating to each Restricted Contract as quickly as practicable. Pending the obtaining of such Consents relating to any Transferred Asset Restricted Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Contract for its term (or any claim, right or benefit arising thereunder thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of Bactolac (as appropriate) against a third party thereunder). Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Bactolac (as appropriate) shall notify Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any who shall confirm in writing that it accepts such Transferred Assetassignment. Upon such confirmation, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item Restricted Contract shall be withheld from sale pursuant deemed to this Agreement without any reduction in have been assigned, transferred, conveyed and delivered to Buyer, and Buyer shall be deemed to have assumed the Closing Date Consideration or any Contingent Payments, (b) obligations thereunder from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain date of such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the confirmation by Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit.

Consents. Anything in this Agreement The Loan Party Obligors have requested that the Lender provide the following consents related to the contrary notwithstandingAtlantic Acquisition (the “Consents”), and the Lender has agreed to provide such Consents, but only on the terms and conditions set forth herein: a. Pursuant to Section 5.27(f) of the Agreement, unless the Lender has given prior written consent, the Loan Party Obligors are prohibited from incurring any Indebtedness other than the Indebtedness described in said Section 5.27(f). The Loan Parties have advised the Lender that Atlantic has incurred unsecured indebtedness from Citizens Bank, N.A. in the principal amount of $135,000 (hereinafter, the “CARES Indebtedness”) pursuant to Title I of the Coronavirus Aid, Relief and Economic Security Act (hereinafter, as amended and in effect, and together with any regulations promulgated pursuant thereto, collectively the “CARES Act”), and such CARES Indebtedness shall survive the Atlantic Acquisition. Accordingly, the Loan Party Obligors have requested that the Lender consent to such CARES Indebtedness. Upon the effectiveness of this Agreement Fourth Amendment, the Lender hereby consents to such CARES Indebtedness and such CARES Indebtedness shall be added to the Disclosure Schedule. The consent to the foregoing is only in connection with such CARES Indebtedness, and shall not be deemed to constitute an agreement by the Lender to assign consent to the incurrence by any Loan Party Obligor of any other Indebtedness in violation of Section 5.27(f) or transfer any Transferred Asset waive the provisions of Section 5.27(f) (or any claimother provision of the Agreement) in the future. Further, right Borrower: (i) shall provide Lender, within in three (3) Business Days upon Lender’s request, a reasonably detailed written estimate of the amount of CARES Indebtedness that Borrower reasonably anticipate will be subject to forgiveness pursuant to the provisions of the CARES Act. (ii) shall (x) maintain all records required to be submitted in connection with the forgiveness of the CARES Indebtedness, and (y) timely (and, in any event, not later than thirty (30) days (or benefit arising thereunder such longer period as may be agreed by Lender) after the earliest date in which the Borrower may apply for forgiveness under the CARES Act) submit all applications and required documentation necessary or resulting therefromdesirable for the Lender and/or the Small Business Administration to make a determination regarding the amount of the CARES Indebtedness that is eligible to be forgiven (the date of such determination hereinafter referred to as the “Forgiveness Date”). (iii) shall, if promptly (and in any event within three (3) Business Days) upon Lender’s request, provide Lender with copies of all material documents, applications and correspondence with the applicable lender or any governmental authority relating to CARES Indebtedness, including with respect to loan forgiveness. (iv) shall use the proceeds of the CARES Indebtedness solely for those purposes permitted by the CARES Act in order to maximize forgiveness of the CARES Indebtedness. (v) On the Forgiveness Date, Borrower shall deliver to Lender a certificate of an attempted assignment or transfer authorized officer of Borrower certifying as to the amount of the CARES Indebtedness that will be forgiven pursuant to the provisions of the CARES Act, together with reasonably detailed description thereof, without all in form satisfactory to Lender b. Pursuant to Section 5.27(h) of the Agreement, unless the Lender has given prior written consent, the Loan Party Obligors are prohibited from guarantying or otherwise becoming liable with respect to the obligations of another Person other than as described in said Section 5.27(h). Pursuant to the Atlantic Acquisition Documents, the Parent will guaranty the payment of the Atlantic Deferred Purchase Price Payments which, absent the consent of a third party or a Governmental Entity the Lender, would constitute a breach thereof or be in any way adversely affect the rights or obligations violation of Section 5.27(h) of the BuyerAgreement. The Loan Party Obligators have requested that the Lender consent to the Parent’s guaranty of the Atlantic Deferred Purchase Price Payments. Upon the effectiveness of this Fourth Amendment, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Lender hereby consents to the guaranty of the Atlantic Deferred Item”)Purchase Price Payments by the Parent under the Atlantic Acquisition Documents. If any such required The consent to the foregoing is not obtained (such consent, a “only in connection with the Atlantic Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Purchase Price Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would shall not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach constitute an agreement by the Lender to consent to any other action in violation of Section 5.27(h) or waive the provisions of Section 5.27(h) (or any other provision of the Seller’s representations, warranties or covenants hereunderAgreement) other than in the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitfuture.

Consents. Anything (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain the Material Consents; or (ii) elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party or thereunder). Once a Governmental Entity would constitute Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect the rights or obligations of the Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not listed on Exhibit 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the "Nonmaterial Consents") which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent Contracts as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Nonmaterial Consents were not obtained (or otherwise are not in a manner that would not require any Deferred Consent full force and effect) (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing "Restricted Nonmaterial Contracts"), whether to: (i) except for any obligations accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any breach of any representation, warranty, covenant or agreement other document related to the consummation of the Seller in this Agreement). In particularContemplated Transactions shall constitute a sale, in the event that any assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Deferred Consent is not obtained prior to the ClosingRestricted Nonmaterial Contract, then the Buyer and the (B) Seller shall use commercially reasonable efforts to enter into retain such arrangements (including subleasing Restricted Nonmaterial Contract and all Liabilities arising therefrom or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthereto.

Consents. Anything (a) From and after the date of this Agreement, each of Buyer and Parent shall cooperate with the other and shall, and shall cause its respective Affiliates to, use its respective commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to give all notices to, and obtain all Consents, required or necessary pursuant to any Material Contract and any other Contract that is primarily related to the Business, including any Contract set forth, or required to be set forth, in Section 2.05(b) of the Parent Disclosure Letter, in connection with the consummation of the Transactions; provided, however, that (i) neither Sellers nor Parent have any obligation to amend or modify any Contract or otherwise relinquish or forbear any rights under any such Contract, in each case unless such amendment, modification, relinquishment or forbearance is conditioned upon the Closing, and (ii) none of Sellers, Parent, Buyer or any of their respective Affiliates shall have any obligation to (A) pay any consideration to any Person for the purpose of obtaining any such Consent or (B) pay any costs and expenses of any other Person (other than ordinary course out-of-pocket costs and expenses, including attorney’s fees) resulting from the process of obtaining such Consent, except for, in the case of Sellers or Parent or their Affiliates, any consideration, costs or expenses payable by the terms of the applicable Contract, unless, in the case of clauses (A) or (B), the other party agrees to bear such costs and expenses. Notwithstanding the foregoing, this Section 5.13(a) shall not apply with respect to Shared Contracts, which are the subject of Section 5.29, or with respect to any Affiliate Contracts. (b) Buyer acknowledges that certain Consents and waivers with respect to the Transactions may be required and that, except as expressly set forth in Article VI, such Consents and waivers may not be obtained prior to or after Closing and are not conditions to the consummation of the Transactions. Buyer agrees that, without limiting Section 9.14, Parent shall not have any liability whatsoever under this Agreement to Buyer or its Affiliates and neither Buyer nor its Affiliates shall be entitled to assert any claims against Parent or its Affiliates arising out of or relating to the failure to obtain any Consents that may have been or may be required from the parties to such Contracts in connection with the Transactions or because of the default, acceleration, termination or loss of right under any such Contract as a result of the failure to obtain any such Consents, in each case (i) so long as Parent has complied with its obligations under this Agreement and (ii) except for claims in respect of any of the representations and warranties of Parent contained in this Agreement to the contrary notwithstandingextent such matter would otherwise result in a breach or inaccuracy of any such representations and warranties. Buyer further agrees that no representation, warranty or covenant of Parent contained herein shall be deemed inaccurate or breached and no condition to the obligations of Buyer to consummate the Acquisition shall be deemed not to be satisfied solely as a result of (x) the failure to obtain any such Consent or as a result of any default, acceleration, termination or loss of right under any such Contract as a result of the failure to obtain any such Consent or (y) any Action commenced or threatened, or any other action taken, by or on behalf of any Person relating to the failure to obtain any such Consent or any default, acceleration, termination or loss of right under any such Contract as a result of the failure to obtain any such Consent, in each case (A) so long as Parent has complied with its obligations under this Agreement shall not constitute an agreement and (B) except for claims in respect of any of the representations and warranties of Parent contained in this Agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity extent such matter would constitute otherwise result in a breach thereof or in any way adversely affect the rights or obligations inaccuracy of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). representations and warranties. (c) If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration Consent or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related waiver to any breach or violation thereunder prior Contract referred to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (iiin Section 5.13(a) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and Parent shall cooperate (at the Seller Parent’s expense) in attempting to obtain such Consent as promptly thereafter practicable in accordance with Section 5.13(a). If such Consent is not obtained, Buyer and Parent shall use cooperate in any lawful and commercially reasonable efforts arrangement proposed by Buyer or Parent to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties effect the economic and operational equivalent of obtaining the receipt of such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit as of the Closing, under which Buyer shall obtain (without infringing upon the legal rights of all claims such third party or violating any applicable Contract, Law or Order) the rights arising thereunder relating and benefits and assume the costs, liabilities and obligations with respect to the post-Closing periodasset, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Personright with respect to which the Consent has not been obtained in accordance with this Agreement. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For 5.13(c) shall not apply with respect to any Shared Contracts, which are the avoidance subject of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitSection 5.29.

Consents. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign sell, assign, transfer, convey or transfer deliver any Transferred Purchased Asset or any claim, right or benefit arising thereunder under or resulting therefromfrom such Purchased Asset if the sale, if an attempted assignment assignment, transfer, conveyance or transfer delivery thereof, without the consent Consent of a third party or a Governmental Entity party, (i) would constitute a breach thereof or other contravention of the rights of such third party, (ii) would be ineffective with respect to any party to a Contract concerning such Purchased Asset, or (iii) would, upon transfer, in any way adversely affect the rights of Buyer under such Purchased Asset. If the sale, assignment, transfer, conveyance or obligations delivery by Seller to, or any assumption by Buyer of, any interest in, or Liability under, any Purchased Asset requires the Consent of a third party, then such sale, assignment, transfer, conveyance, delivery or assumption shall be subject to such Consent being obtained. Subject to Section 2.8(b), to the extent any Assigned Contract may not be assigned to Buyer by reason of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (absence of any such Transferred Asset, claim, right or benefit, Consent (a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred ConsentRestricted Contract”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent except as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.102.8, Buyer shall not be required to assume any Assumed Liabilities arising under such Restricted Contract. (b) To the extent that any Consent in respect of a Restricted Contract or any other Purchased Asset shall not have been obtained on or before the Closing Date, Buyer may elect to proceed with the Closing, in which case, Seller shall continue to use reasonable best efforts to obtain any such Consent after the Closing Date until such time as it shall have been obtained (or refusal to give such Consent shall have been made by the other party to such Restricted Contract). For Seller shall cooperate with Buyer in any economically feasible arrangement proposed by Buyer to provide that Buyer shall receive the avoidance interest of doubtSeller in the benefits under such Restricted Contract or other Purchased Asset. Seller shall pay and discharge, neither the Seller nor any of and shall indemnify and hold harmless, Buyer and its Affiliates warrantsfrom and against any and all out-of-pocket costs of seeking to obtain or obtaining any such Consent whether before or after the Closing Date. As soon as a Consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract or other Purchased Asset is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract or Purchased Asset to Buyer, and Buyer shall assume the Assumed Liabilities under any such Restricted Contract from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement. Notwithstanding the foregoing and subject to those claim procedures set forth in Article VIII herein, in the event Buyer elects to proceed with the Closing without such Consent, then (i) any liability associated with the provision of services in connection with such Restricted Contract shall be responsible fordeemed an Assumed Liability of Buyer, except for such liabilities resulting of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇’▇ ▇▇▇▇▇ negligence, bad faith or willful misconduct in the successful maintenance or renewal provision of services under the Restricted Contracts after the Closing and prior to assignment of any Transferred Permitsuch Contract to Buyer, any (ii) any liability for a default under such Restricted Contact resulting from proceeding with the Closing in the absence of such Consent shall be an Assumed Liability of Buyer. (c) Nothing contained in this Section 2.8 or elsewhere in this Agreement shall be deemed to constitute an agreement to exclude from the Purchased Assets any Assigned Contracts or other Purchased Asset as to which a Consent may be necessary. Notwithstanding the foregoing, in the event a Consent is not given by the party to a Restricted Contract, Buyer and Parent hereby waive any default of Seller that may occur under this Agreement as it relates to such Consent or assignment of such Restricted Contract, and agree that no claim for adjustment of the Purchase Price shall result from such lack of Consent.

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) After the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from date hereof and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller Sellers shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require obtain the written consent from any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment Third Party with respect to any Transferred Contract or other modification which is required to permit the sale, transfer and assignment of such Transferred Contract pursuant to the terms and conditions thereof (collectively, the “Required Consents”). Notwithstanding anything in this Agreement to the contrary, neither Party shall be obligated to make any payments to any Third Party holder of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Required Consent or incur any other material burden in order to provide such an alternative arrangement (comply with the requirements set forth in this Section 5.5 and the failure to do so obtain any such Required Consent shall not, in and of itself, not be deemed to be a breach of any covenant or condition of any Party hereunder. (b) If there are any Required Consents which have not been obtained as of the Seller’s representationsClosing, warranties then the provisions of Section 5.5(b)(i) or covenants Section 5.5(b)(ii) shall apply. (i) If the sum of (x) the aggregate Allocated Values of the Transferred Contracts as to which any Required Consents were not obtained (collectively, the “Restricted Contracts”) and all other Purchased Assets reasonably related to the Restricted Contracts due to any uniformity of interest provisions, unit agreements or other contractual or operational restrictions on the transfer of the Restricted Contracts (collectively with the Restricted Contracts, the “Restricted Assets”) plus (y) the aggregate uncured Defect Values of all Defects validly asserted on or prior to the Closing does not exceed the Defect Threshold, then (A) the Closing with respect to all Restricted Contracts shall, subject to the terms of this Section 5.5(b)(i), be deferred and excluded from the initial Closing hereunder, (B) the Parties shall proceed to close the transaction in accordance with Article 7 (and the other than terms and conditions herein) without any adjustment of the undertaking Base Purchase Price and (C) Sellers shall continue after the Closing to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10written consent from any Third Party with respect to all un-obtained Required Consents. For In the avoidance event of doubtthe foregoing, notwithstanding anything herein to the contrary (including Sections 2.1 and 2.2), neither the Seller this Agreement nor any of its Affiliates warrantsthe other Transaction Documents shall constitute a sale, assignment, assumption, transfer, conveyance or delivery, or an attempted sale, assignment, assumption, transfer, conveyance or delivery, of the Restricted Contracts, and following the Closing, until the earlier of the term of the applicable Restricted Contract or six months after the date of this Agreement (the “Missing Consent Period”), Sellers and Buyer shall, subject to Section 5.5(a), use their commercially reasonable efforts, and cooperate with each other, to obtain the Required Consent relating to each Restricted Contract as quickly as practicable. Pending the obtaining of the Required Consent relating to any Restricted Contract, Sellers and Buyer shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of the use of the Restricted Contract (or interest therein) on and after the Closing Date (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer, at Buyer’s cost and expense, of any and all rights of Sellers against a Third Party thereunder), subject to the burdens of use of the Restricted Contract (or any liability arising thereunder, including the defense of Sellers, at Buyer’s cost and expense, of any claims made or asserted by a Third Party thereunder). Upon the earlier of the expiration of the Missing Consent Period or Sellers obtaining a Required Consent for a Restricted Contract, Sellers shall promptly assign, transfer, convey and deliver such Restricted Contract (or interest therein) to Buyer without any further monetary consideration, and Buyer shall expressly assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special purpose assignment and assumption agreement substantially similar in terms to the Purchased Asset Assignments (which special purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such transfer). (ii) If the sum of (x) the aggregate Allocated Values of the Restricted Assets plus (y) the aggregate uncured Defect Values of all Defects validly asserted on or prior to the Closing exceeds the Defect Threshold, then each Restricted Asset (or interest therein) shall be responsible forexcluded from the Closing and (A) the Parties shall proceed to close the transaction in accordance with Article 7 with a reduction of the Base Purchase Price by an amount equal to the Allocated Value for such Restricted Asset and (B) Sellers shall retain such Restricted Asset. During the period from the Closing until the day prior to final settlement required in accordance with Section 3.4 (the “Post-Closing Period”), Sellers and Buyer shall use their commercially reasonable efforts (but without any obligation to pay any amounts to any Third Party), and cooperate with each other, to obtain the successful maintenance Required Consent relating to each Restricted Contract as quickly as practicable. In the event that Sellers obtain a Required Consent for a Restricted Contract prior to the expiration of the Post-Closing Period, Sellers and Buyer shall effect a Closing pursuant to Article 7 (and the other terms and conditions herein) with respect to, and Sellers shall assign, transfer, convey and deliver such Restricted Contract (or renewal interest therein) and all other Restricted Assets (or interests therein) related to such Restricted Contract, to Buyer and Buyer shall expressly assume the obligations under such Restricted Contract and Restricted Asset from and after the date of any Transferred Permitassignment to Buyer and Buyer shall pay to Sellers an amount equal to the aggregate Allocated Values of such Restricted Contract and such other Restricted Assets. The assignment will be accomplished through a special purpose assignment and assumption agreement substantially similar in terms to the Purchased Asset Assignments (which special purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such transfer).

Consents. Anything in this Agreement 9.2.1 Sellers shall deliver a written notice to Buyer on or before five (5) days prior to Closing setting forth each Consent requirement which, as of such date, has not been unconditionally satisfied or waived. In no event shall there be transferred at Closing any Asset for which a Consent requirement has not been satisfied and for which transfer is prohibited or a fee is payable (unless such fee has been paid by Buyer) without the contrary notwithstandingConsent, this Agreement shall not constitute an agreement other than Consents and approvals of Governmental Authorities customarily obtained after Closing (if such Governmental Authority is, pursuant to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereofapplicable law, without the consent of a third party or a Governmental Entity would constitute a breach thereof or discretion to refuse to grant such Consent if certain specifically enumerated conditions set forth in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any such applicable Law (any are satisfied). 9.2.2 In cases in which the Asset subject to such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred an unobtained Consent is obtainedan Asset other than a Well or Interest, and Buyer is assigned the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item Well or Interest to which such Deferred Consent relates in a manner that would Asset relates, but such Asset is not require any Deferred Consent (with the transferred to Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations due to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time unwaived consent requirement, Buyer and (ii) without limiting the Seller’s liability under Article V for any breach of any representationSellers shall continue, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the both before and after Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain the Consent so that such Asset can be transferred to Buyer upon receipt of the Consent, and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Buyer, Buyer shall pay all amounts due thereunder or provide the same set forth in this Section 1.10. For the avoidance of doubtwith respect thereto, neither the Seller nor any of its Affiliates warrants, or and Buyer shall be responsible forfor the performance of any obligations under or with respect to such Asset to the extent that Buyer has been transferred the Assets necessary for such performance, until the applicable Consent is obtained. 9.2.3 In cases in which the Asset subject to such a Consent requirement is a Well or Interest and the third Person Consent to the transfer of such Property is not obtained by Closing, Buyer may elect to treat the unsatisfied consent requirements as a Title Defect and receive the appropriate adjustment to the Purchase Price under Section 3.3.2(iii) (and such Asset shall constitute a Retained Asset, subject to the remainder of this Section 9.2) by giving Sellers written notice thereof in accordance with Section 7.1, except that such notice may be given on or before the Closing Date, and the limitations on the amounts of the applicable adjustment to the Base Purchase Price in Sections 7.1 and 7.5 shall not apply. If any such Consent requirement with respect to which an adjustment to the Base Purchase Price is made is subsequently satisfied prior to the date of the final adjustment to the Base Purchase Price under Section 11.3, (i) Sellers shall, pursuant to a Conveyance, convey such Well or Interest to Buyer, effective as of the Effective Time, as soon as practicable following receipt of such Consent(ii) Sellers shall be reimbursed by Buyer within five (5) Business Days for the amount of any previous deduction from the Base Purchase Price and (iii) the provisions of this Section 9.2 shall no longer apply to such Consent requirement. If such Consent requirement is not satisfied prior to the date of the final adjustment to the Base Purchase Price under Section 11.3, subject to the remainder of this Section 9.2, the successful maintenance affected Well or renewal Interest shall be deemed to have been deleted from all Exhibits and Schedules hereto and shall constitute a Retained Asset; and 9.2.4 Notwithstanding anything to the contrary herein, Buyer may (but shall not be obligated to) request, at any time prior to the final determination of the Base Purchase Price pursuant to Section 11.3, that Sellers transfer to Buyer any Asset not transferred at Closing due to an unsatisfied or unwaived Consent requirement if such consent requirement does not provide that the transfer of the affected Asset without satisfaction or waiver of the Consent requirement would be void, or would otherwise impair the affected Asset or Sellers’ or Buyer’s title thereto. Promptly after receipt of such a request, (i) Sellers shall, pursuant to a Conveyance, convey to Buyer, effective as of the Effective Time, the affected Asset; (ii) Buyer shall pay for the amount of any Transferred Permitprevious deduction from the Base Purchase Price within five (5) Business Days of such Conveyance; and (iii) Buyer shall defend, indemnify, and hold Seller Group harmless from and against all Losses arising from the conveyance of such Asset without the satisfaction or waiver of the Consent requirement.

Consents. Anything (i) Notwithstanding anything to the contrary in this Agreement or the Ancillary Agreements (but without limiting the representations and warranties set forth herein and therein), to the contrary notwithstandingextent that the purchase, this Agreement shall not constitute an agreement assumption, or other conveyance by the Seller to assign or transfer the Buyer of any Transferred Purchased Asset or Assumed Liability hereunder would require Consent of any claim, right Governmental Authority or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in under any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), thenContract, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to case which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then for so long as such Consent is not obtained or otherwise satisfied, such Purchased Asset or Assumed Liability (each, a “Non‑Assignable Item”) shall be deemed to not have been purchased, assumed, or otherwise conveyed hereunder and shall not constitute a Purchased Asset or Assumed Liability, and instead shall constitute an Excluded Asset or an Excluded Liability, as applicable. (ii) From and after the Buyer and the Closing, Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Assetshall, including (at the Buyer’s cost and expense) enforcement , use its reasonable best efforts to assist the Buyer in obtaining or otherwise satisfying all Consents required in connection with the Contemplated Transactions, including by paying any reasonable costs of, or consideration to, any third party in order to obtain or otherwise satisfy such Consents. For so long as any such Consent is not obtained or otherwise satisfied, the Seller for the benefit of shall, at its sole cost and expense, use its reasonable best efforts to provide the Buyer with substantially the same economic and operational benefits of all claims any Non‑Assignable Item (that would, if the applicable Consent were obtained or rights arising thereunder relating otherwise satisfied, constitute a Purchased Asset) as the Seller received prior to the post-Closing periodas a result of such Non‑Assignable Item (for example, by way of subleasing, sublicensing, or subcontracting the applicable Non‑Assignable Item). (iii) If and when any Consent with respect to a Non‑Assignable Item is obtained or otherwise satisfied, such Non‑Assignable Item shall, without the requirement of any further action, automatically be deemed to have been purchased, assumed, or otherwise conveyed hereunder, as applicable, and shall thereupon cease to constitute a Non‑Assignable Item, Excluded Asset, or Excluded Liability, and instead shall constitute a Purchased Asset or Assumed Liability, as applicable, and the performance by the Buyer of the obligations thereunder on a prompt representations and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For Agreement and the avoidance of doubtAncillary Agreements with respect to Purchased Assets or Assumed Liabilities, neither the Seller nor any of its Affiliates warrantsas applicable, or shall be responsible fordeemed to apply to such item. The Seller shall take such further actions and execute, deliver, and file such further documents as may be reasonably requested by the successful maintenance or renewal Buyer to evidence the foregoing, without the payment of any Transferred Permitadditional consideration.

Consents. Anything (a) If there are any consents required in this Agreement connection with the Contemplated Transactions that have not been obtained (or otherwise are not in full force and effect) at the Closing, then, in the case of each Contract as to which such consents were not obtained (or Table of Contents otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer and Seller shall reasonably cooperate in good faith to either have Seller (i) continue its efforts to obtain the consents; or (ii) retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If the Parties agree to have Seller continue its efforts to obtain any consents and the Closing occurs, then notwithstanding anything to the contrary notwithstandingherein, this Agreement no Transaction Document shall not constitute a sale, assignment, assumption, transfer, conveyance or delivery or an agreement attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, Seller shall use its commercially reasonable efforts, and cooperate with Buyer, to assign or transfer obtain the consent relating to each Restricted Contract as quickly as practicable. Pending receipt of such consents relating to any Transferred Asset Restricted Contract, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereofincluding the enforcement for the benefit of Buyer of any and all rights of Seller against a Third Party thereunder). Once a consent for the sale, without the consent assignment, assumption, transfer, conveyance and delivery of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Restricted Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closing, the Seller date of assignment to Buyer pursuant to a special-purpose assignment and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide assumption agreement substantially similar to the Buyer Assignment and Assumption Agreement (which special-purpose agreement the benefits under the Deferred Item to which such Deferred Consent relates Parties shall prepare, execute and deliver in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (good faith at the time of such transfer, all at no additional cost to Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit).

Consents. Anything 1. Notwithstanding anything to the contrary in this Agreement or the Ancillary Agreements (but without limiting the representations and warranties set forth herein and therein), to the contrary notwithstandingextent that the purchase, this Agreement shall not constitute an agreement assumption, or other conveyance by the Seller to assign or transfer the Buyer of any Transferred Purchased Asset or Assumed Liability hereunder would require Consent of any claim, right Governmental Authority or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in under any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), thenContract, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to case which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then for so long as such Consent is not obtained or otherwise satisfied, such Purchased Asset or Assumed Liability (each, a “Non‑Assignable Item”) shall be deemed to not have been purchased, assumed, or otherwise conveyed hereunder and shall not constitute a Purchased Asset or Assumed Liability, and instead shall constitute an Excluded Asset or an Excluded Liability, as applicable. 2. From and after the Buyer and the Closing, Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Assetshall, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of , use its reasonable best efforts to assist the Buyer of in obtaining or otherwise satisfying all claims Consents required in connection with the Contemplated Transactions, including by paying any reasonable costs of, or rights arising thereunder relating to the post-Closing periodconsideration to, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing any third party in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts order to obtain or otherwise satisfy such Consents. For so long as any such Consent is not obtained or otherwise satisfied, the Seller shall, at its sole cost and expense, use its reasonable best efforts to provide the Buyer with substantially the same set forth in this Section 1.10. For economic and operational benefits of any Non‑Assignable Item (that would, if the avoidance of doubtapplicable Consent were obtained or otherwise satisfied, neither constitute a Purchased Asset) as the Seller nor any received prior to the Closing as a result of its Affiliates warrantssuch Non‑Assignable Item (for example, by way of subleasing, sublicensing, or shall be responsible for, subcontracting the successful maintenance or renewal of any Transferred Permitapplicable Non‑Assignable Item).

Consents. Anything in this As of the Agreement Effective Date (as hereinafter defined), the Lender hereby consents, pursuant to Section 6.01 of the Loan and Security Agreement and notwithstanding anything set forth to the contrary notwithstandingin clauses (g), (r) and (z) of Exhibit IV and clauses (e), (m) and (v) of Exhibit V to the Loan and Security Agreement, to the Parent, DSC and DMS consummating the transactions contemplated by the Asset Purchase Agreement including, without limitation, the sale and purchase of the Assets. Notwithstanding the foregoing: this Agreement consent shall not constitute an agreement permit the Borrowers to assign (x) send a Revocation Order (as defined in the Depositary Agreements) or transfer make any Transferred Asset change or replacement in the Standing Revocable Instruction (as defined in the Depositary Agreements) or (y) fail to provide notice to any Lockbox Bank that the Lender shall have full control of any Lender Lockbox or Lender Lockbox Account promptly upon the written request of the Lender and in any event within two Business Days’ of such written request, in either case with respect to payments by Obligors on all or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without portion of a Receivable; the consent of a third party or a Governmental Entity would constitute a breach thereof or in the Lender to the consummation of any way adversely affect the rights or obligations sale of the Buyercapital stock or assets of MLI pursuant to Section 7.14 of the Asset Purchase Agreement is made pursuant to the Borrowers’ agreement that at the time of, or prior to, such sale, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) Borrowers will deliver to the Deferred Item shall be withheld from sale pursuant Lender modifications to this the Loan and Security Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing other Documents in form and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide substance satisfactory to the Buyer Lender; and this consent shall not permit the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related Borrowers to any breach Borrower to sell, lease, assign, transfer, or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage otherwise dispose of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent Receivables or to provide such an alternative arrangement (and the failure to do so shall notother Collateral, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide Assets (as such term is defined in the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitAsset Purchase Agreement).

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) The Purchaser acknowledges that certain consents and waivers with respect to the Deferred Item shall be withheld from sale pursuant to transactions contemplated by this Agreement without any reduction in the Closing Date Consideration or any Contingent PaymentsAncillary Document may be required from parties to the Transferred Contracts and that such consents and waivers may not be obtained. Notwithstanding any of the representations and warranties set forth in Article IV, none of Parent, the Stock Sellers, the Business Sellers or the Transferred Subsidiaries shall have any liability whatsoever to the Purchaser arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Transferred Contract as a result thereof, except as provided in Sections 6.7(b) and 6.7(c) and 6.7 (d). (b) from As promptly as practicable following the date of this Agreement and after up to the ClosingClosing Date, the Seller and the Buyer will Parent shall use its commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after and shall cause the Closing and (c) until such Deferred Consent is obtainedStock Sellers, the Seller and Business Sellers or the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking Subsidiaries to use their commercially reasonable efforts to obtain any such consents and waivers; provided, however, that such efforts shall not include any requirement on the part of Parent, the Stock Sellers, the Business Sellers or provide the same Transferred Subsidiaries to expend money, commence or participate in any litigation or offer or grant any guaranty or any other accommodation (financial or otherwise) to any third party. From the Date of this Agreement up to the Closing Date, Parent shall keep and shall cause the Transferred Subsidiaries, the Stock Sellers and the Business Sellers to keep, the Purchaser informed of the status of the application process for such consents and waivers. During this period, the Purchaser shall cooperate to the maximum extent possible with Parent and each of the Stock Sellers, the Business Sellers and the Transferred Subsidiaries in connection with obtaining any such consents and waivers. (c) If, notwithstanding the efforts made by Parent, the Stock Sellers, the Business Sellers, the Transferred Subsidiaries or the Purchaser pursuant to Section 6.7(b) above, any Material Contract cannot be vested in the Purchaser, on or prior to the Closing Date, as a result of the relevant third party’s failure or refusal to deliver any required consent or waiver effecting the novation or the assignment of such Material Contract, then the parties shall cooperate in a manner that, to the extent feasible, prevents any violation of the terms of any such Material Contracts yet preserves the intent of the parties as set forth in this Section 1.10Agreement to provide the Purchaser with the benefits and obligations under such Material Contract. For If the avoidance relevant third party’s consent is refused or otherwise not obtained on terms reasonably satisfactory to the Purchaser within 180 days of doubtthe Closing Date, neither the Seller nor any of its Affiliates warrants, or Parent shall be responsible forentitled to cause the relevant Business Seller to terminate, at the cost of Parent, the successful maintenance Material Contract and such termination shall constitute a breach of this Agreement and thus be subject to an indemnification obligation in accordance with Article IX to the extent that such breach of Parent causes a Material Adverse Effect. (d) As promptly as practicable following the date of this Agreement, the contract with the Grand Duchy of Luxembourg regarding the droit de superficie relating to land located in Niedercorn held by Rubbermaid Luxembourg Sàrl shall be vested in the Transferred Subsidiary or renewal of the Purchaser without any Transferred Permitcost relating to the period prior to the Closing Date.

Consents. Anything (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each PRB Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), PACIFIC may waive the closing conditions as to any such Material Consent and either: (i) elect to have PRB continue its efforts to obtain the Material Consents; or (ii) elect to have PRB retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If PACIFIC elects to have PRB continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to PACIFIC the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Assetthereunder, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of PACIFIC of any and all rights of PRB against a third party thereunder). (b) If there are any Consents not listed on Exhibit 7.3 necessary for the Buyer assignment and transfer of all claims any PRB Contracts to PACIFIC (the "Nonmaterial Consents") which have not yet been obtained (or rights arising thereunder relating otherwise are not in full force and effect) as of the Closing, PACIFIC shall elect at the Closing, in the case of each of the PRB Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Nonmaterial Contracts"), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between PACIFIC and PRB, such Restricted Nonmaterial Contract shall, to the post-Closing period, maximum extent practicable and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and notwithstanding the failure to do so shall notobtain the applicable Nonmaterial Consent, be transferred at the Closing; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and of itself2.4, be deemed (A) neither this Agreement nor any other document related to be a breach the consummation of the Seller’s representationsContemplated Transactions shall constitute a sale, warranties assignment, assumption, conveyance or covenants hereunderdelivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) other than the undertaking to use commercially reasonable efforts to obtain PRB shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitrelating thereto.

Consents. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign sell, assign, transfer, convey or transfer deliver any Transferred Purchased Asset or any claim, right or benefit arising thereunder under or resulting therefromfrom such Purchased Asset if the sale, if an attempted assignment assignment, transfer, conveyance or transfer delivery thereof, without the consent Consent of a third party or a Governmental Entity party, (i) would constitute a breach thereof or other contravention of the rights of such third party, (ii) would be ineffective with respect to any party to a Contract concerning such Purchased Asset, or (iii) would, upon transfer, in any way adversely affect the rights of Buyer under such Purchased Asset. If the sale, assignment, transfer, conveyance or obligations delivery by Seller to, or any assumption by Buyer of, any interest in, or Liability under, any Purchased Asset requires the Consent of a third party, then such sale, assignment, transfer, conveyance, delivery or assumption shall be subject to such Consent being obtained. Subject to Section 2.8 (b), to the extent any Assigned Contract may not be assigned to Buyer by reason of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (absence of any such Transferred Asset, claim, right or benefit, Consent (a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred ConsentRestricted Contract”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent except as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.102.8, Buyer shall not be required to assume any Assumed Liabilities arising under such Restricted Contract. (b) To the extent that any Consent in respect of a Restricted Contract or any other Purchased Asset shall not have been obtained on or before the Closing Date, Buyer may elect to proceed with the Closing, in which case, Seller shall continue to use reasonable best efforts to assist Buyer in obtaining any such Consent after the Closing Date until such time as it shall have been obtained (or refusal to give such Consent shall have been made by the other party to such Restricted Contract). For Buyer shall pay and discharge, and shall indemnify and hold harmless, Seller from and against any and all out-of-pocket costs of seeking to obtain or obtaining any such Consent after the avoidance Closing Date. As soon as a Consent for the sale, assignment, transfer, conveyance, delivery or assumption of doubta Restricted Contract or other Purchased Asset is obtained, neither Seller shall promptly assign, transfer, convey and deliver such Restricted Contract or Purchased Asset to Buyer, and Buyer shall assume the Seller nor Assumed Liabilities under any such Restricted Contract from and after the date of its Affiliates warrantsassignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement. Notwithstanding the foregoing and subject to those claim procedures set forth in ARTICLE VIII herein, or in the event Buyer elects to proceed with the Closing without such Consent, then (i) any liability associated with the provision of services in connection with such Restricted Contract shall be responsible fordeemed an Assumed Liability of Buyer, except for such liabilities resulting of Seller’s gross negligence, bad faith or willful misconduct in the successful maintenance or renewal provision of services under the Restricted Contracts before the Closing and prior to assignment of any Transferred Permitsuch Contract to Buyer, and (ii) any liability for a default under such Restricted Contact resulting from proceeding with the Closing in the absence of such Consent shall be an Assumed Liability of Buyer. (c) Nothing contained in this Section 2.8 or elsewhere in this Agreement shall be deemed to constitute an agreement to exclude from the Purchased Assets any Assigned Contracts or other Purchased Asset as to which a Consent may be necessary. Notwithstanding the foregoing, in the event a Consent is not given by the party to a Restricted Contract, Buyer hereby waives any default of Seller that may occur under this Agreement as it relates to such Consent or assignment of such Restricted Contract, and agrees that no claim for adjustment of the Purchase Price shall result from such lack of Consent.

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement Seller shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use its commercially reasonable efforts to cooperate obtain consent or Novation for assignment or transfer, as applicable, of Seller Contracts relating to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller Material Customers and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations Governmental Authorizations, to the extent arising from the law permits assignment or related transfer thereof (the "PRE-CLOSING CONSENTS") prior to any breach or violation thereunder Closing. Except for the Pre-Closing Consents, prior to the Closing Seller shall not be required to obtain consent to assignment of any agreement or contract from any act or omission prior other party identified on SCHEDULE 2.2(C) (collectively, the "NON-MATERIAL CONSENTS"). Notwithstanding anything to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller contrary in this Agreement). In particular, in the event that if any such Deferred Consent is Pre-Closing Consents or Non-Material Consents have not been obtained at or prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party will not constitute an assignment or any of their respective Affiliates an agreement to pay any money assign if such assignment or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be attempted assignment would constitute a breach of the Seller’s representationsunderlying agreement, warranties contract or covenants hereunder) other than the undertaking Government Authorization or result in a loss or diminution related thereto; PROVIDED, HOWEVER, that with respect to use each Non-Material Consent and Pre-Closing Consent not obtained prior to Closing, Seller shall take commercially reasonable efforts steps after the Closing to obtain such Pre-Closing Consents and Non-Material Consents. Buyer shall cooperate with Seller in obtaining such Pre-Closing Consents and Non-Material Consents. In addition, until such consents are obtained, Seller shall cooperate with Buyer to the extent legally permissible and feasible in any reasonable arrangement designed to provide for Buyer the benefits of the underlying agreement, contract or provide the same set forth in this Section 1.10. For the avoidance of doubtGovernmental Authorizations, neither the Seller nor any of its Affiliates warrantsincluding, or shall be responsible forwithout limitation, the successful maintenance or renewal enforcement, for the account and benefit of Buyer, of any Transferred Permitand all rights of Seller against any other Person with respect to such underlying agreement, contract or Governmental Authorization, and Buyer shall reimburse Seller for any liabilities or expenses incurred by Seller relating to such underlying agreement, contract or Governmental Authorization during such period.

Consents. Anything If there are any Seller Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Real Property Contract or Project Contract as to which such Seller Consents were not obtained (or otherwise are not in full force and effect), Buyer may waive the closing conditions as to any such Seller Consent and either: elect to have Seller continue to use Commercially Reasonable Efforts to obtain the Seller Consents; or elect to have Seller retain that Real Property Contract or Project Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Seller Consents and the Closing occurs, neither this Agreement, the Assignment and Assumption Agreement, the Wind Energy Easements Assignment Documents, any other assignment documents in connection with the assignment of any other Real Property Contracts, nor any other document related to the consummation of the transactions contemplated by this Agreement will constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the such Real Property Contracts or Project Contracts, and following the Closing, the Parties will use Commercially Reasonable Efforts, and cooperate with each other, to obtain the contrary notwithstandingSeller Consent relating to each such Real Property Contract or Project Contract as quickly as practicable. Pending the obtaining of such Seller Consents relating to any such Real Property Contract or Project Contract, this Agreement shall not constitute an agreement the Parties will cooperate with each other in any reasonable and lawful arrangements designed to assign provide to Buyer the benefits of use of such Real Property Contract or transfer any Transferred Asset Project Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Seller Consent for the sale, assignment, assumption, transfer, conveyance and delivery of such a Real Property Contract or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Project Contract is obtained, Seller will promptly assign, transfer, convey and deliver such Project Contract to Buyer, and Buyer will assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Project Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closingdate of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Wind Energy Easements Assignment Documents or any other assignment documents in a manner that would not require any Deferred Consent (connection with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach assignment of any representationother Real Property Contracts, warrantyas applicable (which special-purpose agreement the Parties will prepare, covenant or agreement of the Seller execute and deliver in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (good faith at the time of such transfer, all at no additional cost to Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit).

Consents. Anything (a) To the extent that any Consents identified on Schedule 2.6(a) hereto (“Material Consents”) shall not have been obtained (or otherwise are not in this Agreement full force and effect) as of the Closing, then in the case of each Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may either (i) waive the closing conditions as to any such Material Consent and close the Contemplated Transactions subject to the contrary notwithstandingrights and obligations of the Buyer and Seller set forth in subsection (b) below; or (ii) refrain from closing the Contemplated Transactions. (b) In the event the Buyer elects to close the Contemplated Transactions under the circumstances described in subsection (a)(i) of this Section 2.6 and otherwise in the case of the failure to obtain any consent to the transfer or assignment of any other right of Seller under or in respect of any Purchased Assets, including any Assumed Contract, Lease, Governmental Authorization or Software required to be obtained as a condition to transfer or assignment to Buyer (an “Incidental Contract or Right”) by the Closing Date, this Agreement shall not constitute an agreement to transfer or assign any Restricted Material Contracts or Incidental Contract or Right if a transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity first obtaining such Consent would constitute a breach thereof or be unlawful, and Seller, to the maximum extent permitted by applicable Legal Requirements, shall use reasonable efforts to obtain for Buyer the benefits thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party, and shall cooperate, to the maximum extent permitted by applicable Legal Requirements, with Buyer in any way adversely affect the rights or obligations of the other reasonable arrangement designed to provide such benefits to Buyer, provided, that, in such event, Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall continue to use all reasonable efforts to obtain such Consents after Closing until obtained; provided, however, that Buyer shall not be required to make any payment, change the way it conducts its business or any Selling Subsidiary thereunder or violate any applicable Law (change the way it intends to conduct the Business in order to secure any such Transferred AssetConsent. Once a Consent for the sale, claimassignment, right assumption, transfer, conveyance and delivery of a Restricted Material Contract or benefitIncidental Contract or Right is obtained, a “Deferred Item”). If any Seller shall promptly assign, transfer, convey and deliver such required consent is not obtained (Restricted Material Contract or Incidental Contract or Right to Buyer, and Buyer shall assume the obligations under such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract or Incidental Contract or Right assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closing, date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Seller ▇▇▇▇ of Sale and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing Assignment and Assumption Agreement (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or special-purpose agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic shall prepare, execute and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (deliver in good faith at the time of such transfer, all at no additional cost to Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit).

Consents. Anything (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer, in its sole discretion, may waive the closing conditions as to any such Material Consent and either: (i) elect to have Sellers continue their efforts to obtain the Material Consents; or (ii) elect to have Sellers retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Sellers continue their efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor any Assignments of Contracts, the form of which is set forth on Exhibit F, nor the Assumption Document nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall not constitute an agreement use commercially reasonable efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Sellers against a third party thereunder or a Governmental Entity would constitute a breach thereof the renewal or in any way adversely affect the rights or obligations extension of the term thereof). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Sellers shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignments of Contracts (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any consents, approvals or authorizations not listed on Exhibit K necessary for the assignment and transfer of any of the Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Seller and Closing, in the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent case of each of the Contracts as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Nonmaterial Consents were not obtained (or otherwise are not in a manner that would not require any Deferred Consent full force and effect) (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing “Restricted Nonmaterial Contracts”), whether to: (i) except for any obligations accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Sellers, such Restricted Nonmaterial Contract shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage Assignments of time and Contracts as elsewhere provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignments of Contracts nor any breach of any representation, warranty, covenant or agreement other document related to the consummation of the Seller in this Agreement). In particularContemplated Transactions shall constitute a sale, in the event that any assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Deferred Consent is not obtained prior to the Closing, then the Buyer Restricted Nonmaterial Contract and the Seller (B) Sellers shall use commercially reasonable efforts to enter into retain such arrangements (including subleasing Restricted Nonmaterial Contract and all Liabilities arising therefrom or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthereto.

Consents. Anything in The Purchaser acknowledges that consents and waivers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements may be required from parties to Contracts to which one or more of the Sellers is a party, including certain of the Contracts listed on the Sellers Disclosure Schedule, or with respect to other Purchased Assets, and that such consents and waivers may not be obtained. The Sellers agree (x) to give all required notices to third parties, and (y) to use commercially reasonable efforts to obtain all such third-party consents and waivers, without any material conditions to such consent or waiver or changes or modifications of terms thereunder. If any such consent or waiver is not obtained prior to Closing, the Sellers and the Purchaser shall cooperate in any reasonable arrangement pursuant to which (A) the Sellers and the Purchaser shall both use commercially reasonable efforts to obtain all such consents and (B) the Sellers shall, to the contrary notwithstandinggreatest extent permitted by Law and any such Contract (including by acting as an agent of the Purchaser), this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset hold such Contract or any claim, right or benefit arising thereunder or resulting therefrom in trust for the benefit of the Purchaser such that the Purchaser receives the interest of the Sellers in the benefits therefrom, if an attempted assignment net of any reasonable expenses incurred by the Sellers or transfer any Affiliate thereof in connection with such arrangement until such time as such authorization, approval, consent or waiver is obtained. Except as to any Contract providing for payment or receipt by the Sellers of aggregate annual payments in excess of $500,000 that has not been made available to the Purchaser prior the date of this Agreement, the Purchaser agrees that except as provided in this Section 2.8 or Section 9.2, the Sellers shall not have any liability to the Purchaser arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreement or because of the termination of any Contract as a result thereof, without the . With respect to any consent or waiver of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations set forth on Section 7.2(e) of the BuyerSellers Disclosure Schedule, the Seller Sellers shall be obligated to pay, or cause to be paid, all amounts that may be contractually required to be paid to any Selling Subsidiary thereunder or violate third party and any applicable Law (reasonable fees and expenses that the third party incurs and contractually requires reimbursement in connection with any such Transferred Asset, claim, right consents or benefit, a “Deferred Item”)waivers. If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event Notwithstanding that any such Deferred Consent consent or waiver (other than any consents and waivers set forth on Section 7.2(e) of the Sellers Disclosure Schedule) is not obtained prior to the Closing, then the Buyer and Closing shall take place on the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same terms set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitherein.

Consents. Anything in this Agreement The Seller shall have received and delivered to the contrary notwithstandingPurchaser (a) the consents listed on Schedule 12.6, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without (b) the consent consents of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations all creditors of the BuyerParent, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required Affiliate whose consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) required for the Deferred Item shall be withheld from sale pursuant transactions contemplated hereby and of all parties to this Agreement without any reduction contracts included in the Closing Date Consideration or any Contingent Payments, (b) from and after Assets whose consent is necessary for the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain assignment of such Deferred Consent as soon as practicable after the Closing contracts and (c) until a waiver of the right to terminate any publishing agreement upon a change of editor from all authors or other licensors of Works having such Deferred Consent is obtaineda right; provided, however, that if the Seller has been unable to obtain any such consent or waiver with respect to, or the Bankruptcy Court has not approved the assumption of, (i) any of the publishing agreements with authors or other licensors listed on Schedule 12.6 (except those indicated as conditions to Closing), this condition shall be deemed satisfied, and such agreement, any Work(s) covered thereby and any copies of such Works and any other agreements relating solely thereto shall be excluded from the Assets (and any reference to the Assets in the Agreement shall exclude such agreements and Works) and the Purchase Price shall be reduced by the value ascribed to such agreement on Schedule 12.6 and the value of such copies at the rate per copy shown on Schedule 2.1(a) or (ii) any other agreement listed on Schedule 12.6 (except those indicated as conditions to Closing), such agreement shall be excluded from the Assets (and any reference to he Assets in this Agreement shall exclude such agreement) and the Purchase Price shall be reduced by the value ascribed to such agreement on Schedule 12.6; and provided further, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable good faith efforts to obtain or provide the same set forth in this Section 1.10. For consent of Len Bressett to the avoidance of doubtassig▇▇▇▇▇ ▇▇ ▇▇▇ Consulting Agreement, neither dated November 17, 1998, between the Seller nor any and Mr. Bressett and his agre▇▇▇▇▇ ▇▇ ▇▇▇vide services to the Purchaser pursuant to the terms of such Consulting Agreement, but, if notwithstanding its Affiliates warrants, or shall be responsible forgood faith efforts to obtain such consent and agreement, the successful maintenance Seller is unable to obtain such consent and agreement, the Seller will make arrangements reasonably satisfactory to the Purchaser for the timely provision of those services by Mr. Bressett or renewal of any Transferred Permit.other per▇▇▇(▇) ▇▇▇▇▇nably satisfactory to the Purchaser at no additional cost to the Purchaser beyond what it otherwise would have paid Mr. Bressett under the Co▇▇▇▇▇▇▇▇ ▇▇▇eement. 57

Consents. Anything If there are any Consents to be obtained by Seller on any Seller Contracts or otherwise with respect to the assignment of any Assets to Seller, including those Assets located in Russia, that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer may waive the closing condition as to any such Seller Consent and either: (i) elect to have Seller continue its efforts to obtain such Consent; or (ii) elect to have Seller retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain Consent and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain such Seller Consent relating to each Restricted Contract as quickly as practicable. Pending the obtaining of such Seller Consents relating to any Transferred Asset Restricted Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to (i) provide to Buyer the benefits of use of the Restricted Contracts for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (athereunder) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting have all Liabilities related to the Seller’s liability under Article V for any breach benefits of any representation, warranty, covenant or agreement use of the Seller in this Agreement)Restricted Contracts paid or otherwise satisfied by Buyer, whether directly or on behalf of Seller. In particularOnce a Consent for the sale, in the event that any such Deferred Consent assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is not obtained prior to the Closingobtained, then the Buyer and the Seller shall use commercially reasonable efforts promptly assign, transfer, convey and deliver such Restricted Contract to enter into Buyer, and Buyer shall assume the obligations under such arrangements Restricted Contract assigned to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to which special-purpose agreement the parties the economic shall prepare, execute and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (deliver in good faith at the time of such transfer, all at no additional cost to Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit).

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) Until the Deferred Item expiration or earlier termination of the Transition Services Agreement: (i) the Sellers shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek and assist with the Purchaser’s efforts to obtain the consent of the third parties required under each Non-Assignable Contract listed in Schedule 6.1(a)(i), such Deferred Consent as soon as practicable after consents to be effective upon the Closing and termination of the Transition Services Agreement, provided that neither Seller shall be required to pay any consideration therefor; (cii) until such Deferred Consent is obtained, the Seller and the Buyer will Sellers shall use commercially reasonable efforts to cooperate and assist with the Purchaser’s efforts to provide obtain the consent of the third parties required under each Non-Assignable Contract listed in Schedule 6.1(a)(ii), provided that neither Seller shall be required to pay any consideration therefor; (iii) the Sellers shall make the benefit of each Non-Assignable Contract available to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations Purchaser to the extent reasonably practicable, so long as the Purchaser fully cooperates with the Sellers and pays all of the Sellers’ ordinary course and documented out-of-pocket and other costs and expenses incurred under each Non-Assignable Contract; (iv) the Sellers shall perform under each Non-Assignable Contract in accordance with the terms thereof, but in any event Sellers (1) will not engage in any practice, take any action, embark on any course of inaction, or enter into any transaction with respect to any Non-Assignable Contract outside the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency) (except as consented to by the Purchaser) and (2) Sellers will enforce, at the request of Purchaser and at the sole expense and for the account of the Purchaser, any right of the Sellers arising from any Non-Assignable Contract against the other party or related parties thereto (including the right to any breach elect or violation thereunder prior to terminate such Non-Assignable Contract in accordance with the Closing or any act or omission prior to terms thereof); and (v) the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller Purchaser shall use commercially reasonable efforts to enter into such arrangements (including subleasing cooperate with the Sellers to fulfill the terms of each Non-Assignable Contract. Nothing in this Agreement shall constitute a sale, assignment, transfer or subcontracting if permitted) in a manner that would not require conveyance to, or assumption by, the Purchaser of the Non-Assignable Contracts. With respect to any Deferred Consent Non-Assignable Contract as to provide which the necessary approval or consent for the assignment or transfer to the parties Purchaser is obtained following the economic Closing, the Sellers shall transfer such Non-Assignable Contract to the Purchaser by execution and operational equivalent delivery of obtaining an instrument of conveyance reasonably satisfactory to the Purchaser within five (5) Business Days following receipt of such Deferred Consent approval or consent. The Parties agree that neither Seller shall have any obligation to incur any out-of-pocket expenses in connection with this Section 6.1(a) and assigning that to the extent any such expenses are incurred at the Purchaser’s request, the Purchaser agrees to promptly reimburse the Sellers upon presentation of reasonably documented expenses. The Seller and the Purchasers agree that neither Seller shall have any liability under any Non-Assignable Contract after the Closing, except for liability arising from fraud, gross negligence or transferring such Transferred Assetwillful misconduct, and the Purchaser shall indemnify the Sellers with respect to any Non-Assignable Contract in accordance with Section 8.2(d). (b) If any Party receives after the Closing any funds properly belonging to another Party in accordance with the terms of this Agreement, including (at payments with respect to any receivables of the Buyer’s cost Sellers, the recipient will promptly so advise the other Party, will segregate and expense) enforcement by the Seller hold such funds in trust for the benefit of the Buyer of all claims other Party and will promptly deliver such funds to an account or rights arising thereunder relating to the post-Closing period, and the performance accounts designated in writing by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or such other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitParty.

Consents. Anything (a) If there are any orders, permits, consents, approvals or other authorizations (“Consents”) set forth in Section 6.4 of the Seller Disclosure Schedule that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Transferred Contract as to which such Consents were not obtained (or otherwise not in full force and effect) (the “Restricted Contracts”), Purchaser may waive the closing conditions as to any such Consent and elect to have Seller continue its efforts to obtain the Consents. (b) If Purchaser elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, notwithstanding Sections 2.1 and 3.1, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstanding, consummation of the transactions contemplated by this Agreement shall not constitute a sale, assignment, assumption, transfer, conveyance or delivery or an agreement attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to assign or transfer obtain the Consent relating to each Restricted Contract as quickly as practicable. Pending the obtaining of such Consents relating to any Transferred Asset Restricted Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of the Restricted Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Purchaser of any and all rights of Seller against a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”thereunder). If any Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such required consent is not obtained (Restricted Contract to Purchaser, and Purchaser shall assume the obligations under such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Purchaser from and after the Closing, the Seller date of assignment to Purchaser pursuant to a special-purpose assignment and the Buyer will use commercially reasonable efforts assumption agreement substantially similar in terms to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement those of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer Assignment and the Seller shall use commercially reasonable efforts to enter into such arrangements Assumption Agreement (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to which special-purpose agreement the parties the economic shall prepare, execute and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (deliver in good faith at the Buyer’s time of such transfer, all at no additional cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitPurchaser).

Consents. Anything PageNum# 3.1 The Seller shall use reasonable endeavours to obtain and maintain any consents licences, sub-licences or approvals necessary from third parties in this Agreement order to provide the Transitional Services (“TSA Third Party Consents”) and the Seller confirms that it has no reason to believe that any such TSA Third Party Consents will not be obtained. 3.2 Save to the contrary notwithstandingextent that any failure to obtain or maintain a TSA Third Party Consent is attributable to a failure or delay by the Seller to comply with its obligations under sub-paragraph 3.1 above (in which case any resulting costs shall be for the account of the Seller), this Agreement the costs of obtaining and maintaining TSA Third Party Consents shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrombe taken into account in the charges for the Transitional Services and, if an attempted assignment any costs and expenses are incurred in connection with obtaining or transfer thereofmaintaining TSA Third Party Consents in addition to the costs so taken into account in the charges for the Transitional Services, without the consent of a third party including costs that may be incurred by any agent, contractor or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations sub-contractor of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred ConsentThird Party Provider”), thenwhich are outside the ordinary course of business, in each such caseor could not have been reasonably anticipated by Premier (having made all reasonable enquiries), (a) at the Deferred Item shall be withheld from sale pursuant to date of this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the ClosingAgreement, the Seller and the Buyer will Purchaser shall bear such third party costs equally, provided that: (A) the Seller shall at all times use commercially reasonable efforts endeavours to cooperate minimise such costs, using reasonable endeavours to seek negotiate with Third Party Providers to obtain minimise or waive any such Deferred Consent as soon as practicable after the Closing and costs; and (cB) until prior to incurring any such Deferred Consent is obtainedcost with a Third Party Provider, the Seller and shall seek the Buyer will use commercially reasonable efforts Purchaser’s written consent to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations costs. 3.3 Save to the extent arising from that any failure to obtain or related maintain a TSA Third Party Consent is attributable to any breach a failure or violation thereunder prior delay by the Seller to comply with its obligations under sub-paragraph 3.1 above, the Closing or any act or omission prior Seller shall have no obligation to the Closing that would provide, and shall have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s no liability under Article V for any breach of any representationfailure to provide or delay in providing, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Transitional Services for which a TSA Third Party Consent is necessary but is not obtained prior to the Closingor is refused, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing terminated or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitwithdrawn.

Consents. Anything in From the date of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law until all Consents (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (aas hereinafter defined) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is are obtained, the Seller and the Buyer will use commercially Purchaser shall cooperate with all reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage requests of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representationeach other, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts efforts, to enter into such arrangements obtain (including subleasing or subcontracting if permitteda) in a manner that would not require any Deferred Consent all Landlord Consents (as hereinafter defined) to provide transfer the Seller’s rights as lessee to each Branch Lease to the parties Purchaser and (b) all other Consents (other than Governmental Approvals, as to which the economic provisions of Section 2.1 hereof apply) as shall be required under the terms of any Assumed Contracts or applicable law to transfer and operational equivalent of obtaining such Deferred assign to Buyer on the Closing Date the Assets and the Assumed Liabilities. If Seller is unable to obtain a Landlord Consent with respect to a Branch Lease, and assigning or transferring such Transferred Asset, including Buyer and Seller fail to reach an agreement within thirty (at the Buyer’s cost and expense30) enforcement by the Seller for the benefit calendar days after receipt of the landlord’s indication that a Landlord Consent will not be granted in form and substance reasonably satisfactory to Buyer and Seller, then the Purchase Price shall not include the net book value of all claims or rights arising thereunder relating to the post-Closing periodReal Property and any related Fixed Assets in the calculation set forth in Section 1.9 hereof, and, as applicable, the Acquisition shall exclude any (1) Branch Lease, (2) equipment leases for equipment, (3) subleases listed on Schedule 3.12, and (4) assignable operating contracts, in each case, associated with the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For Excluded Branch; provided, further, that, for the avoidance of doubt, neither the Seller nor any of its Affiliates Purchaser shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall notremain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and of itself, be deemed to be a breach of assume all other Assumed Liabilities associated with the Seller’s representations, warranties or covenants hereunder) Excluded Branch (other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth as provided in this sentence) but, notwithstanding the provisions of Section 1.10. For 2.7, shall not be required to offer employment to or hire any Branch Employee related to the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitExcluded Branch.

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) After the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from date hereof and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require obtain the written consent from any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment Third Party with respect to any Transferred Contract or other modification that is required to permit the sale, transfer and assignment of such Transferred Contract pursuant to the terms and conditions thereof (collectively, the “Required Consents”). Notwithstanding anything in this Agreement to the contrary, neither Party shall be obligated to make any payments to any Third Party holder of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Required Consent or incur any other material burden in order to provide such an alternative arrangement (comply with the requirements set forth in this Section 5.5 and the failure to do so obtain any such Required Consent shall not, in and of itself, not be deemed to be a breach of any covenant or condition of any Party hereunder. (b) If there are any Required Consents that have not been obtained as of the Seller’s representationsClosing, warranties then the provisions of Section 5.5(b)(i) or covenants Section 5.5(b)(ii) shall apply. (i) If the sum of (x) the aggregate Allocated Values of the Transferred Contracts as to which any Required Consents were not obtained (collectively, the “Restricted Contracts”) and all other Purchased Assets reasonably related to the Restricted Contracts due to any uniformity of interest provisions, unit agreements or other contractual or operational restrictions on the transfer of the Restricted Contracts (collectively with the Restricted Contracts, the “Restricted Assets”) plus (y) the aggregate uncured Defect Values of all Defects validly asserted on or prior to the Closing does not exceed the Defect Threshold, then (A) to the extent Buyer elects, the Closing with respect to the Restricted Contracts identified by Buyer shall, subject to the terms of this Section 5.5(b)(i), be deferred and excluded from the initial Closing hereunder, (B) the Parties shall proceed to close the transaction in accordance with Article 7 (and the other than terms and conditions herein) without any adjustment of the undertaking Base Purchase Price and (C) Seller shall continue after the Closing to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10written consent from any Third Party with respect to all un-obtained Required Consents. For In the avoidance event of doubtthe foregoing, to the extent Buyer elects, notwithstanding anything herein to the contrary (including Sections 2.1 and 2.2), neither the Seller this Agreement nor any of its Affiliates warrantsthe other Transaction Documents shall constitute a sale, assignment, assumption, transfer, conveyance or delivery, or an attempted sale, assignment, assumption, transfer, conveyance or delivery, of the Restricted Contracts, and following the Closing, until the earlier of the term of the applicable Restricted Contract or December 31, 2014 (the “Missing Consent Period”), Seller and Buyer shall, subject to Section 5.5(a), use their commercially reasonable efforts, and cooperate with each other, to obtain the Required Consent relating to each Restricted Contract as quickly as practicable. Pending the obtaining of the Required Consent relating to any Restricted Contract, Seller and Buyer shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of the use of the Restricted Contract (or interest therein) on and after the Closing Date (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer, at Buyer’s cost and expense, of any and all rights of Seller against a Third Party thereunder), subject to the burdens of use of the Restricted Contract (or any liability arising thereunder, including the defense of Seller, at Buyer’s cost and expense, of any claims made or asserted by a Third Party thereunder). Upon the earlier of the expiration of the Missing Consent Period or Seller obtaining a Required Consent for a Restricted Contract, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract (or interest therein) to Buyer without any further monetary consideration, and Buyer shall expressly assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special purpose assignment and assumption agreement substantially similar in terms to the Assignments (which special purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such transfer). (ii) If the sum of (x) the aggregate Allocated Values of the Restricted Assets plus (y) the aggregate uncured Defect Values of all Defects validly asserted on or prior to the Closing exceeds the Defect Threshold, then, to the extent Buyer elects, each Restricted Asset (or interest therein) shall be responsible forexcluded from the Closing and (A) the Parties shall proceed to close the transaction in accordance with Article 7 with a reduction of the Base Purchase Price by an amount equal to the Allocated Value for such Restricted Asset and (B) Seller shall retain such Restricted Asset. During the period from the Closing until the day prior to final settlement required in accordance with Section 3.4 (the “Post-Closing Period”), Seller and Buyer shall use their commercially reasonable efforts (but without any obligation to pay any amounts to any Third Party), and cooperate with each other, to obtain the successful maintenance Required Consent relating to each Restricted Contract as quickly as practicable. In the event that Seller obtains a Required Consent for a Restricted Contract prior to the expiration of the Post-Closing Period, (A) Seller and Buyer shall effect a Closing pursuant to Article 7 (and the other terms and conditions herein) with respect to such Restricted Contract, (B) Seller shall assign, transfer, convey and deliver to Buyer such Restricted Contract (or renewal interest therein) and all other Restricted Assets (or interests therein) related to such Restricted Contract, and Buyer shall expressly assume the obligations under such Restricted Contract and Restricted Assets from and after the date of any Transferred Permitassignment to Buyer pursuant to a special purpose assignment and ▇▇▇▇ of sale substantially in the form of the Assignments (which special purpose assignment and ▇▇▇▇ of sale the Parties shall prepare, execute and deliver in good faith at the time of such transfer) and (C) Buyer shall pay to Seller an amount equal to the aggregate Allocated Values of such Restricted Contract and such other Restricted Assets.

Consents. Anything a. If there are any Material Consents that (set forth in Schedule 1) have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain the Material Consents; or (ii) elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto, on a cost neutral basis to Seller. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party or thereunder). Once a Governmental Entity would constitute Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect the rights or obligations of the Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). b. If there are any Consents not listed on Exhibit 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent Contracts as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Nonmaterial Consents were not obtained (or otherwise are not in a manner that would not require any Deferred Consent full force and effect) (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing “Restricted Nonmaterial Contracts”), whether to: (i) except for any obligations accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any breach of any representation, warranty, covenant or agreement other document related to the consummation of the Seller in this Agreement). In particularContemplated Transactions shall constitute a sale, in the event that any assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Deferred Consent is not obtained prior to the ClosingRestricted Nonmaterial Contract, then the Buyer and the (B) Seller shall use commercially reasonable efforts to enter into retain such arrangements (including subleasing Restricted Nonmaterial Contract and all Liabilities arising therefrom or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthereto.

Consents. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign transfer, assign, directly or transfer indirectly, or subcontract, any Transferred Asset asset (including any Contract, WM Permit or ADS Permit), claim or right, or any claim, right or benefit arising thereunder under or resulting therefromfrom such asset, claim or right, if an attempted transfer, direct or indirect assignment or transfer subcontract thereof, without the consent or waiver of a third party or Third Party (each, a Governmental Entity “Consent”) would (i) constitute a breach thereof or other contravention of the rights of such Third Party, (ii) be ineffective with respect to any party to a Contract (or, to the extent transferable, a WM Permit or ADS Permit) concerning such asset, claim or right or (iii) in any way adversely affect the rights or obligations of any of the BuyerSellers or their respective Affiliates or, upon transfer, the Seller Buyer under such asset, claim or any Selling Subsidiary thereunder or violate any applicable Law (right, it being understood that any such Transferred Assettransfer, claim, right assignment or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item assumption shall be withheld from sale pursuant made subject to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is being obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner provided that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior in accordance with the provisions of this Section 5.2, the provisions of Section 8.1 shall apply to such asset, claim or right. (b) Following the Execution Date until the Closing Date, the Parties shall cooperate with each other and use their respective reasonable best efforts, subject to the Closingother terms of, then and without limiting anything contained in, this Agreement, to obtain all material Consents, including those set forth on Schedule 5.2(a), including, in the case of the WM Parent and the ADS Parent, as applicable, using reasonable best efforts (or causing its respective Subsidiaries to use their reasonable best efforts) to secure Consent to transfer or assign to the Buyer all WM Assumed Contracts, Contracts of the WM Companies, ADS Assumed Contracts, Contracts of the ADS Companies, Contracts with respect to the Buyer Assigned Accounts, WM Assumed Permits and ADS Assumed Permits (to the extent transferable or assignable), as applicable; provided that, following the date on which true and complete copies of the customer Contracts referenced in the first sentence of Section 2.9(b) and Section 3.9(b) are made available to the Buyer as contemplated therein, the parties shall cooperate in good faith to promptly identify and mutually agree upon a list of material Consents in respect of such customer Contracts to be set forth on Schedule 5.2(a) and to update Schedule 5.2(a) to reflect such Consents, which updated Schedule 5.2(a) shall constitute Schedule 5.2(a) for all purposes of this Agreement. (c) [***] (d) The Buyer further expressly acknowledges that none of the Consents is a condition to the consummation of the transactions contemplated hereby and the Buyer acknowledges that no condition shall be deemed not satisfied as a result of (i) the failure to obtain any Consents, (ii) any termination of any WM Assumed Contract, ADS Assumed Contract, WM Permit or ADS Permit by a counterparty thereto as a result of the transactions contemplated hereby or (iii) any Proceedings commenced or threatened by any Person arising out of or relating to the failure to obtain any Consent or avoid any such termination, in each case, except to the extent resulting directly from a breach of this Agreement by the Sellers of (x) their express obligations under this Section 5.2 or (y) of any representation regarding non-contravention, including their representation set forth in Section 2.6 or Section 3.6, as applicable. (e) Without limiting the foregoing, the Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of obtaining the required Consents and shall use commercially reasonable efforts to enter into such arrangements (including subleasing undertakings or subcontracting if permitted) procure such guarantees in a manner that would not require favor of any Deferred Consent to provide to relevant Third Party as may be reasonably requested by such relevant Third Party for the parties the economic and operational equivalent purposes of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitrequired Consents.

Consents. Anything (a) Each of Seller and Buyer shall cooperate, and use its best efforts, to give all notices and make all filings necessary to consummate the transactions contemplated hereby and to obtain any required approvals of third parties. In furtherance of the foregoing, Buyer agrees to provide to third parties such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought hereunder. Notwithstanding the foregoing, nothing herein shall obligate or be construed to obligate either of Seller or Buyer to make any payment to any third party in this Agreement order to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without obtain the consent or approval of a such third party or a to transfer any contract, license or permit in violation of its terms. (b) Seller will use reasonable efforts to obtain in writing prior to the Closing the consents, authorizations, orders or approvals required of third parties (including Governmental Entity would constitute a breach thereof Authorities) in connection with the rights, contracts or in any way adversely affect Licenses which, to the rights or obligations of the Buyerextent assignable, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall are to be withheld from sale assigned pursuant to this Agreement and which are not assignable without such consent_ provided, however, that the failure or inability of Seller to obtain any reduction such consents or approvals shall not affect the obligation of Buyer to consummate the transactions contemplated by this Agreement, nor shall there be any adjustment in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain Purchase Price. If such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent consent is not obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use its commercially reasonable efforts to enter into such efforts, and Seller and Buyer shall cooperate in any reasonable arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent designed to provide to the parties Buyer with the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Assetother benefits thereunder, including (at assigning to Buyer the Buyer’s cost right to receive such economic or other benefits and expense) enforcement by the Seller enforcing for the benefit of the Buyer any and all rights of all claims or rights Seller against such third party arising thereunder relating to the post-Closing period, and the performance by the Buyer out of the cancellation by such third party or otherwise. Notwithstanding the foregoing, the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in of Seller under this Section 1.10) 4.1 shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have not include any obligation to obtain make any Deferred Consent material payment or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor incur any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitmaterial out-of-pocket economic burden.

Consents. Anything (a) During the Pre-Closing Period, Sellers shall, and shall cause the Acquired Companies to, at Purchaser’s request, give such notices, and use commercially reasonable efforts to obtain such consents of other Persons (which may be conditioned on the consummation of the transactions contemplated by this Agreement), that may be required by any provision of any Real Property Lease, Personal Property Lease, Material Contract or Permit of an Acquired Company in connection with the consummation of the transactions contemplated by this Agreement Agreement; provided, however, in each case, that neither Sellers nor any of their Affiliates shall be required to (i) amend or modify any Real Property Lease, Personal Property Lease or Material Contract (other than, at the contrary notwithstandingrequest of the other party to any such Contract in connection with its delivery of such consent, this Agreement to agree to a novation of the Contract to Purchaser effective as of the Closing), (ii) relinquish or forbear any material rights, (iii) pay any consideration to any Person, or (iv) otherwise incur any Liabilities or provide any financial accommodation or become secondarily or contingently liable for any Liability, for the purpose of obtaining any such consent; provided further that in connection therewith, Sellers shall not, and shall cause the Acquired Companies not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereofto, without the prior written consent of a third party Purchaser (not to be unreasonably withheld, conditioned or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”delayed), then(A) amend any Real Property Lease, in each such casePersonal Property Lease or Material Contract of an Acquired Company, (aB) the Deferred Item shall commit to make any payments other than cash payments that will be withheld from sale pursuant paid in full prior to this Agreement without any reduction in the Closing Date Consideration or (C) make any Contingent Paymentsnon-monetary concession that would purport to bind Purchaser, its Affiliates or the Acquired Companies after the Closing. (b) from and For up to 180 days after the ClosingClosing Date, the Seller and the Buyer will Sellers shall use commercially reasonable efforts to cooperate to seek with Purchaser, at Purchaser’s request, in endeavoring to obtain the consent of any Person required by any provision of any Real Property Lease, Personal Property Lease or Permit in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would shall not require Sellers to incur any Deferred Consent (with the Buyer entitled Liabilities or provide any financial accommodation or to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on be secondarily or after the Closing (i) except contingently liable for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitLiability.

Consents. Anything in this Agreement The Members and the Seller shall, during the remaining term of each Non-Assignable Contract, use commercially reasonable efforts to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without (a) obtain the consent of a the third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such parties required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Paymentsthereunder, (b) make the benefit of such Non-Assignable Contract available to the Purchaser so long as the Purchaser fully cooperates with the Seller and promptly reimburses the Seller for all payments made by the Seller (with the prior approval of the Purchaser) in connection therewith and (c) enforce, at the request of the Purchaser and at the sole expense and for the account of the Purchaser, any right of the Seller arising from such Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Seller shall not take any action or suffer any omission that could limit, restrict or terminate in any material respect the benefits to the Purchaser of such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to the Purchaser, the Seller is (i) ordered to do so by a Governmental Entity of competent jurisdiction or (ii) otherwise required to do so by Law; provided, however, that if any such order is appealable, the Seller shall, at the Purchaser’s sole cost and expense, take such reasonable actions as are requested by the Purchaser to file and pursue such appeal and to obtain a stay of such order. Nothing in this Agreement or the Assumption Agreement shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Purchaser of the Non-Assignable Contracts. With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Purchaser is obtained following the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain shall transfer such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide Non-Assignable Contract to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits Purchaser by execution and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations delivery of an instrument of conveyance reasonably satisfactory to the extent arising from Purchaser within five (5) Business Days following receipt of such approval or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitconsent.

Consents. Anything Each Party shall use its Commercially Reasonable Efforts to cause the transactions contemplated by this Purchase Agreement to be consummated and, without limiting the generality of the foregoing, to make all filings with and give all notices to, Governmental Authorities and other Third Parties that may be necessary or reasonably required in connection with the consummation of the transactions contemplated by this Purchase Agreement; provided, however, notwithstanding any other provision of this Purchase Agreement, it shall be (i) Seller’s sole responsibility and Seller shall use its Commercially Reasonable Efforts to obtain all consents, authorizations, and approvals of or by, and to make all filings with or notices to, Third Parties which may be necessary or reasonably required in order for Buyer to obtain rights to any Material Contract or the Settlement Agreements, (ii) except as provided below with respect to certain Non-Fee Properties, Buyer’s sole responsibility to obtain all consents, authorizations, and approvals of or by, and to make all filings with or notices to, Third Parties which may be necessary or reasonably required in order for Buyer to obtain rights to any Non-Fee Property and (iii) except as otherwise provided in this Purchase Agreement, including Section 6.3(i) regarding expiration or termination of the HSR Act waiting period, Buyer shall use its Commercially Reasonable Efforts to obtain 33 all consents, authorizations, and approvals of or by, and to make all filings with or notices to, Governmental Authorities to consummate the transactions contemplated by this Purchase Agreement. If there are prohibitions against, or conditions to, the assignment of any Easement, without the prior written consent of Third Parties either as a result of the provisions thereof or the requirements of Applicable Law, and such written consents have not been obtained on or prior to the Closing Date, then (i) any provision contained in this Purchase Agreement to the contrary notwithstanding, this Agreement the transfer of title to, or interest in, such Easement shall not constitute an agreement to assign become effective unless and until such consent requirement is satisfied, waived or transfer no longer applies, Seller shall (without infringing on the legal rights of any Transferred Asset third party, breaching any such Easement or violating any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without Law) provide Buyer with the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations equivalent benefits of the Easement, by subcontract, sublease or otherwise, on the condition that Buyer shall cooperate and assist in such efforts and shall bear all economic burdens and obligations and liabilities of Seller regarding such period under such Easement, notwithstanding the fact that the same has not been transferred to Buyer. When and if such consent requirement is so satisfied, the Seller waived or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Assetno longer applies, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to permitted by Law, the assignment of such Easement shall become effective automatically as of the Closing Date, without further action on the part of Buyer or any act or omission prior to Seller and without the Closing that would have constituted a breach or violation thereunder upon notice or passage payment of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitfurther consideration.

Consents. Anything (a) The parties shall use commercially reasonable efforts to obtain (i) any third party consents necessary for the assignment of any Station Contract (which shall not require any payment to any such third party), and (ii) execution of reasonable estoppel certificates by lessors under any Real Property Leases requiring consent to assignment, but no such consents or estoppel certificates are conditions to Closing except for the Required Consents. Receipt of the following consents to assignment, without conditions other than the execution of an assumption agreement (collectively, the “Required Consents”) is a condition precedent to Buyer’s obligation to close under this Agreement: (i) the Station’s WB affiliation agreement, but only to the extent that Closing occurs prior to the commencement of The CW Network programming, (ii) the CW term sheet (including an acknowledgment by the CW Network of such term sheet), but such condition shall be deemed satisfied by either the acceptance of an assumption agreement from Buyer by The CW Network or the delivery to Buyer or Seller of a reasonable form of assumption agreement by The CW Network (and, in the case of such a delivery, if the form provides for signature by The CW Network, such assumption agreement shall have been executed by The CW Network), (iii) other programming agreements designated with a ¶ on Schedule 1.1(d), and (iv) the Station’s main tower lease designated by a diamond on Schedule 1.1(c). (b) To the extent that any Station Contract may not be assigned without the consent of any third party, and such consent is not obtained prior to Closing, this Agreement and any assignment executed pursuant to the contrary notwithstanding, this Agreement shall not constitute an agreement assignment of such Station Contract; provided, however, with respect to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such caseStation Contract, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and Buyer shall cooperate to the Buyer will use extent feasible in effecting a lawful and commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the arrangement under which Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer shall receive the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits Station Contract from and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations Closing, and to the extent arising from or related to any breach or violation thereunder prior to of the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time benefits received, Buyer shall pay and (ii) without limiting the perform Seller’s liability obligations arising under Article V for any breach of any representation, warranty, covenant or agreement of the Seller Station Contract from and after Closing in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of accordance with its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitterms.

Consents. Anything in (a) Buyer and Seller shall use their Best Efforts to obtain all permits and Consents of all Third Parties and Governmental Bodies that are necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents and are necessary for Buyer to operate the Business in accordance with past practice in all material respects immediately following the Closing. To the extent any consent fees or compensation payments to a Third Party or a Governmental Body in order to obtain such a permit or Consent such cost and expense shall be borne equally by the Buyer and the Seller; provided, however, that (i) Buyer shall pay the costs of any vehicle sticker, license, transfer or sales and use tax assessed against buyers of vehicles under applicable state law and regulations, (ii) Buyer and Seller shall split the costs of all fees and payments due in respect of any software licensors, it being understood that such licensors commonly treat such matters as if buyers are obtaining new licenses, and (iii) Seller shall not be liable for the cost of Buyer obtaining new Governmental Authorizations, it being understood that most Governmental Authorizations do not transfer in an asset transfer. Seller and Buyer shall consult with each other with respect to the contrary notwithstandingobtaining of all such permits, consents, approvals and authorizations, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the other Transaction Documents. (b) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may agree to waive the closing conditions as to any such Material Consent in Section 7.3 and either: (i) agree to have Seller continue its efforts to obtain the Material Consents; or (ii) agree to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto, in which case it will no longer be deemed to be an Assumed Contract hereunder. If Buyer and Seller agree to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall not constitute a sale, assignment, assumption, transfer, conveyance or delivery or an agreement attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party or thereunder). Once a Governmental Entity would constitute Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect the rights or obligations of the Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closing, date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Seller Assignment and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and Assumption Agreement. (c) until such Deferred Consent is obtainedIf there are any Consents not listed on Part 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item Contracts as to which such Deferred Consent relates Nonmaterial Consents were not obtained (or otherwise are not in a manner that would not require any Deferred Consent full force and effect) (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing “Restricted Nonmaterial Contracts”), whether to: (i) except for any obligations accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for any breach assignment of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particularsuch Restricted Nonmaterial Contract, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, which case it will no longer be deemed to be a breach an Assumed Contract hereunder and, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Seller’s representationsContemplated Transactions shall constitute a sale, warranties assignment, assumption, conveyance or covenants hereunderdelivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) other than the undertaking to use commercially reasonable efforts to obtain Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitrelating thereto.

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) Each of the Deferred Item parties hereto shall be withheld from sale pursuant act promptly to prepare and file all required requests for, and use reasonable efforts to obtain all waivers, authorizations, Consents and approvals of all Persons and Governmental Authorities necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement without any reduction in prior to the Closing Date Consideration or Date. The parties shall: (i) cooperate to promptly file any Contingent Paymentsnotification required to be filed under the HSR Act to consummate the transactions contemplated hereby within ten (10) days of the execution of this Agreement; (ii) request early termination of the waiting period thereunder; and, (bii) from and after the Closing, the Seller and the Buyer will use all commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent comply as soon promptly as practicable after with any request made pursuant to the Closing HSR Act for additional information. (b) All applications and notices filed with any Governmental Authority will comply in all material respects with all requirements of law. The parties shall diligently and jointly prosecute all such applications and take all such actions and give all such notices as may be required or requested by the FCC or any other Governmental Authority or as may be appropriate in an effort to expedite the grant of such consents by the FCC or such Governmental Authority. The parties agree to cooperate with each other in connection with either party’s efforts to satisfy applicable regulatory requirements in connection with the transactions contemplated by this Agreement, each at its own cost and expense. (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations Except to the extent arising from or related prohibited by requirements of law, each of the parties hereto shall provide to any breach or violation thereunder prior each of the other parties hereto copies of all filings and material correspondence with all Governmental Authorities with respect to the Closing or any act or omission prior applications and notices described in this Article 6. SICC shall promptly provide Buyer with copies of all applications, notices, filings and other correspondence to the Closing that would have constituted a breach FCC, the ICC and other Governmental Authorities and any notices, consents, approvals, Authorizations, orders or violation thereunder upon notice or passage of time and (ii) without limiting correspondence received from the Seller’s liability under Article V for any breach of any representationFCC, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money ICC or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitGovernmental Authorities.

Consents. Anything (a) As more fully set forth in this Agreement Section 5.3(a), it shall be a condition to Buyer’s obligation to consummate the Closing that the Landlord and Seller shall have Consented to the contrary notwithstandingsale, this assignment and transfer of the Gaithersburg Lease from Seller to Buyer by executing and delivering the Gaithersburg Lease Assignment at or prior to Closing, which Gaithersburg Lease Assignment shall be in full force and effect at Closing. (b) As more fully set forth in Section 5.3(b), it shall be a condition to Buyer’s obligation to consummate the Closing that the Lender and Seller shall have Consented to the Security Agreement, and Consented to the subordination of the security interest granted by Buyer to Seller by executing and delivering the Lender Subordination Agreement at or prior to Closing, which Lender Subordination Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrombe in full force and effect at Closing. (c) Except as otherwise provided on Schedule 2.8(c), if an attempted there are any Consents, excluding those referred to in Sections 2.8(a) and 2.8(b), necessary for the sale, assignment and transfer of any Assets to Buyer (the “Nonmaterial Consents”) which have not been obtained (or transfer thereofotherwise are not in full force and effect) prior to or at Closing, without Buyer shall elect at the consent Closing, in the case of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any each such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any Asset as to which such required consent is Nonmaterial Consents were not obtained (such consent, a or otherwise are not in full force and effect) (the “Deferred ConsentRestricted Assets”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing whether to: (i) except for any obligations accept the assignment of such Restricted Asset, in which case, as between Buyer and Seller, such Restricted Asset shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing ▇▇▇▇ of Sale, Assignment and Assumption Agreement or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and as otherwise provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for assignment of such Restricted Asset, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, nor any breach of any representation, warranty, covenant or agreement other document related to the consummation of the Seller in this Agreement). In particularContemplated Transactions shall constitute a sale, in the event that any transfer, assignment, assumption, conveyance or delivery, or an attempted sale, transfer, assignment, assumption, conveyance or delivery, of such Deferred Consent is not obtained prior to the ClosingRestricted Asset, then the Buyer and the (B) Seller shall use commercially reasonable efforts to enter into retain such arrangements (including subleasing Restricted Asset and all Liabilities arising therefrom or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthereto.

Consents. Anything in this Agreement WorldCom agrees and covenants that to the contrary notwithstandingextent that any contracts constituting part of WorldCom's operator services business, this Agreement shall not constitute an including without limitation billing and collection agreements ("LEC AGREEMENTS") with various local exchange carriers (the "LECS"), but excluding those Special Agreements described in Section 7 above and the DSC maintenance agreement to assign or transfer any Transferred Asset or any claimdescribed in Section 8.3 of the Agreement, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without require the consent of a third the party or a Governmental Entity would constitute a breach thereof or in any way adversely affect to the rights or obligations of agreement other than WorldCom and such consent has not been obtained by the BuyerClosing, the Seller or any Selling Subsidiary thereunder or violate any applicable Law then (any i) ILD shall not assume such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such caseagreements, (aii) WorldCom-shall use its best efforts to obtain such consents as soon as possible, and (iii) ILD shall not assume such agreements and the Deferred Item parties agree that to the extent permitted by law, WorldCom shall be withheld from sale pursuant to this Agreement without any reduction in act as ILD's agent as of the Closing Date Consideration or with respect to the administration of such agreements and shall cooperate with ILD in any Contingent Paymentsadditional arrangements so as to provide ILD with the full benefits, (b) from and including without limitation all economic benefits, with respect to such agreements in a manner consistent with the benefit to be received by ILD had such agreements been assigned. In the event consent is obtained after the Closing, such agreement(s) shall be deemed to be immediately assigned by WorldCom and assumed by ILD without any further action by the Seller and parties. In the Buyer will use commercially reasonable efforts event consent is not obtained, then WorldCom agrees to cooperate to seek (i) indemnify ILD for any Claims (as defined in Section 4.7.A. of the Agreement) incurred by ILD for the failure to obtain such Deferred Consent as soon as practicable after the Closing and (c) until consent if such Deferred Consent failure materially affects WorldCom's Operator Services Business which is obtainedbeing sold to ILD, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into mitigate any such arrangements (including subleasing Claims by assisting ILD in obtaining any goods, products or subcontracting if permitted) in a manner that would not require services contemplated under such agreements. Provided, further, WorldCom's obligation to indemnify ILD for any Deferred Consent to provide Claims arising under this Section 16 shall be limited to the parties the economic and operational equivalent amount of obtaining such Deferred Consent and assigning any obligations or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer liabilities in excess of the obligations thereunder or liabilities which would otherwise arise under such agreements (i.e., for which ILD is liable as if the consent was obtained), and shall be further limited as described in Section 4.7.A.(vi) and Section 4.7.C. of the Agreement. With respect to the LEC Agreements, WorldCom further agrees and covenants that: i. it shall cooperate with ILD and its lenders in transmitting a notice to the LEC within a reasonable time after the Closing Date from WorldCom's Director of Billing Services for WorldCom's Operator Services Business which notice will provide that (i) ILD has purchased WorldCom's Operator Services Business and that payments due with respect to call records submitted after the Closing Date shall be forwarded to a bank account designated by ILD, (ii) such designation can not be revoked, altered or revised without the written consent or acknowledgment of an officer of ILD, and (iii) NationsBank will serve as ILD's senior lender and NationsBank will have a lien on all of ILD's receivables but such lien will be automatically released upon any sale of the receivables represented by the call records submitted for billing and collection. WorldCom covenants and agrees to promptly deliver to ILD copies of any correspondence received by it with respect to any such notices. ii. it shall not contact the LECs after the Closing Date to revoke, alter or revise the instructions on the payments due with respect to call records submitted after the Closing Date as described in Subpart i. above unless such action is otherwise agreed in writing by an officer of ILD. iii. to the extent, if any, that as of Closing the proposed assignment of any LEC Agreement from WorldCom to ILD has not been consented to by the applicable LEC, then with respect to each such LEC Agreement, and until such time as the consent of the applicable LEC has been received, WorldCom shall, on behalf of ILD and without additional consideration, continue to process all billing and collection tapes submitted by ILD in the same manner previously performed. In addition, WorldCom hereby grants unto ILD a prompt first priority security interest in all receivables and punctual basis. Nothing the proceeds thereof which are processed by WorldCom in this Agreement accordance with the previous sentence (which security interest shall be fully assignable to ILD's senior lender) and shall execute and deliver any and all additional documents, instruments or filings reasonably requested by ILD or ILD's senior lender (including in this Section 1.10without limitation, that certain Uniform Commercial Code-Financing Statement-UCC 1 attached hereto) shall require either party or any of their respective Affiliates to pay any money or other consideration or further evidence the foregoing grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement for protections customarily available to a senior secured lender, including without limitation, segregation of proceeds. iv. it will execute a letter of instruction to First Union National Bank of North Carolina, a form of which is attached hereto, whereby (i) WorldCom's instructions relative to it deposit account (the "FIRST UNION ACCOUNT") associated with deposits pursuant to the LEC Agreements will be rescinded and canceled effective October 1, 1997, (ii) all deposits to the failure First Union Account will be transferred to do so shall nota NationsBank-designated account, in and (iii) transfers from the account during the period October 1, 1997 through and including October 31, 1997 will be at the mutual directions of itself, be deemed to be a WorldCom and ILD. Any breach or default by WorldCom of the Seller’s representations, warranties or foregoing covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, subject to indemnification in accordance with Section 4.7 of the successful maintenance or renewal of any Transferred PermitAgreement.

Consents. Anything in this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, no Asset shall be deemed sold, transferred or assigned to Purchaser pursuant to this Agreement shall not constitute an agreement if the attempted sale, transfer or assignment thereof to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, Purchaser pursuant to this Agreement without the consent or approval of a third party any other Person would be ineffective or a Governmental Entity would constitute a breach thereof of contract or a violation of any Law, ruling, judgment, Order or injunction of any Governmental Authority or would in any other way adversely affect the rights of a Seller Party (or obligations of the BuyerPurchaser as transferee or assignee), the Seller and such consent or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent approval is not obtained (at or prior to the Closing; provided, however, that subject to the satisfaction or waiver of the conditions contained in Article 8, if the Closing occurs notwithstanding that an Asset has not been sold, transferred or assigned to Purchaser in connection therewith, Purchaser shall not thereafter be entitled to any adjustment to the Purchase Price in respect of such consent, a “Deferred Consent”), then, in each Asset. In such case, case (a) the Deferred Item beneficial interest in or to such Asset (collectively, the “Beneficial Rights”) shall be withheld from sale pursuant to this Agreement without in any reduction in event pass at the Closing Date Consideration or any Contingent Payments, to Purchaser under this Agreement; and (b) pending such consent or approval, Purchaser shall discharge the obligations of the applicable Seller Party under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for such Seller Party, and such Seller Party shall act as Purchaser’s agent in the receipt of any benefits, rights or interest received from and after the Beneficial Rights. Following the Closing, the Seller and the Buyer will Parties shall use commercially reasonable efforts to cooperate to seek (and bear their respective costs of such efforts) to obtain such Deferred Consent as soon as practicable after and secure all consents and approvals that may be necessary to effect the Closing legal and (c) until such Deferred Consent is obtainedvalid sale, the Seller transfer and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement assignment of the Assets underlying the Beneficial Rights to Purchaser without any change in any of the material terms or conditions of such Assets, including their formal assignment or novation, if advisable and agreed to by the parties; provided, however, that no Seller in this Agreement)Party shall be required to pay any consideration therefor. In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the The Seller Parties shall use commercially reasonable efforts to enter into make or complete such arrangements (including subleasing or subcontracting if permitted) transfers as soon as reasonably possible following the Closing and reasonably cooperate with Purchaser in a manner that would not require any Deferred Consent other reasonable arrangement designed to provide for Purchaser the economic and, to the parties extent permitted under applicable Law and the economic and operational applicable Asset, operationally equivalent benefits of obtaining the transfer of such Deferred Consent and assigning or transferring such Transferred Asset, including (enforcement at the Buyer’s cost and expense) enforcement by for the account of Purchaser of any and all rights of the Seller Parties against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge by Purchaser of any Liability under such Asset, to the extent such Liability constitutes an Assumed Liability or for which Purchaser otherwise receives the benefit of the Buyer of all claims Asset hereunder to which such Liability applies or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide from which such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitLiability arises.

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) During the Deferred Item Pre-Closing Period, each of Buyer and Seller shall, and Seller shall be withheld from sale cause the Acquired Companies to, use reasonable best efforts to give all notices to, and obtain all Consents from, all Persons required pursuant to this Agreement without any reduction the Contracts set forth in the Closing Date Consideration or any Contingent Payments, (bSection 5.5(a) from and after the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particularDisclosure Schedules; provided, in the event however, that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to (i) amend or modify any Contract, (ii) pay any consideration to any Person for the purpose of obtaining any such Consent from such Person or (iii) pay any costs and expenses of any Person necessary to obtain such Consent from such Person, which costs and expenses (if any) shall be split equally between Seller and Buyer; provided, that, unless already considered in the Closing Net Debt Amount, any Deferred Consent fees and expenses incurred at or following the Closing in connection with the prepayment or repayment of any amounts outstanding to provide any financial institution and payable to such an alternative arrangement institutions pursuant to their Contracts with the Acquired Companies as a result of the consummation of the transactions contemplated hereby shall be borne solely by Seller unless Buyer voluntarily determines to repay such Indebtedness early, in which event Buyer shall bear any prepayment penalties. (b) Buyer acknowledges that certain Consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts to which any Acquired Company is party and that such Consents and waivers may not be obtained prior to Closing and are not conditions to the consummation of the transactions contemplated hereby. Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to do so shall notobtain any such Consents or the termination of any Contract as a result of the transactions contemplated hereby, except in and of itself, be deemed to be connection with a breach of Section 3.5; provided, that for a period of ninety (90) days following the Seller’s representationsClosing Date, warranties or covenants hereunder) other than Seller shall reasonably cooperate with Buyer and the undertaking to Acquired Companies and use its commercially reasonable efforts to obtain any Consent not obtained prior to Closing. Buyer acknowledges that no representation, warranty or provide covenant of Seller contained herein shall be breached or deemed inaccurate or breached, and no condition shall be deemed not satisfied, as a result of (i) the same set forth failure to obtain any such Consent or waiver, (ii) any such termination or (iii) any Legal Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or waiver or any such termination, in this each case of clauses (i) through (iii), so long as such Consent was disclosed in Section 1.10. For the avoidance 3.5 of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitDisclosure Schedules.

Consents. Anything (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may, in its sole discretion, waive the closing conditions as to any such Material Consent and elect to have Sellers continue their efforts to obtain the Material Consents for a period of up to 180 days following the Closing. If Buyer elects to waive any closing condition as to any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of any Transferred Asset Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of any Seller against a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”thereunder). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Buyer agrees to this Agreement without any reduction in reimburse Sellers for all out of pocket expenses actually incurred by Sellers after the Closing Date Consideration or any Contingent Paymentsto the extent such expenses are incurred in connection with providing Buyer the benefits of the Restricted Material Contracts after the Closing Date. Once a Material Consent for the sale, (b) assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, the applicable Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents other than the Material Consents necessary for the assignment and transfer of any Assigned Contracts to Buyer which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall, in the Seller and case of each of the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent Assigned Contracts as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Consents were not obtained (or otherwise are not in a manner that would not require any Deferred Consent (with full force and effect), accept the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage assignment of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particularsuch Assigned Contract, in the event that any such Deferred Consent is not obtained prior to the Closingwhich case, then the as between Buyer and the Seller shall use commercially reasonable efforts to enter into Sellers, such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide Assigned Contract shall, to the parties the economic maximum extent practicable and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and notwithstanding the failure to do so shall not, in and of itselfobtain the applicable Consent, be deemed transferred at the Closing pursuant to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in Assignment and Assumption Agreement as elsewhere provided under this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitAgreement.

Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) Seller shall, after the Deferred Item shall be withheld from sale pursuant to execution of this Agreement without any reduction and before the Closing, use its best efforts to obtain or cause the relevant third party to obtain, all the necessary Consents of the relevant third parties to the Material Transferred Contracts identified on Schedule 7.5(a) (the “Identified Contracts”) as of the Closing. Buyer shall, as reasonably requested by Seller, cooperate with Seller to the extent reasonable in the Closing Date Consideration or any Contingent Payments, Seller’s best efforts to obtain such Consents. (b) from and after If there are any such Consents that have not been obtained as of the Closing, the Seller and the Buyer will shall (and Buyer shall cause Newco to) each use commercially reasonable efforts to cooperate to seek its best efforts, to obtain such Deferred Consent as soon promptly as practicable after the Closing and the Consent of the other parties to such Identified Contracts. (c) until such Deferred For purposes of this Section 7.5, “best efforts” of a party shall mean substantial compliance in all material respects with the following: Appropriate management of Seller and Buyer shall develop a plan to approach each Person from whom Consent is obtainedrequired with respect to each Identified Contract, which plan shall be reasonable in the Seller circumstances (the “Consent Plan”). Subject to time limitations of Seller’s management in meeting its obligations under this Agreement and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (unreasonably interfering with the Buyer entitled operation of the Transferred Business, Seller shall endeavor to all obtain the benefits Consents in accordance with the strategy developed, including devoting appropriate Seller management to contacting the third party and, where necessary and subject consistent with the Consent Plan, offering to all meet with the Liabilities thereunder third party in person to facilitate obtaining the Consent. In no event, however, will “best efforts” in this Section 7.5 be deemed to require a Person to undertake extraordinary or unreasonable measures, including the payment of amounts or making of any other concessions to any third party to induce granting such Consent. In no event shall Seller be required to continue to seek Consents after three (as Assumed Liabilities3) arising on or months following the Closing Date. It is recognized that after the Closing, Newco will generally have the personnel with the necessary relationships and abilities to continue to seek Consents; and therefore after the Closing (i) except for Newco will be the primary lead in the effort to obtain any obligations such remaining Consents; with Seller cooperating to the extent arising from or related reasonable in Newco’s efforts to any breach or violation thereunder prior to obtain such Consents. (d) From the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage date of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to Agreement until the Closing, then the Buyer and the Seller shall use commercially provide Buyer reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide periodic updates as to the parties the economic and operational equivalent status of obtaining such Deferred Consent and assigning or transferring such Transferred AssetConsents. After the Closing, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the shall provide Buyer of all claims or rights arising thereunder relating updates as to the post-Closing period, and status of obtaining any remaining such Consents as Buyer shall reasonably request. Seller shall promptly notify Buyer if Seller has Knowledge that after the performance by the Buyer date of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either Seller has received a written notice from the third party or any of their respective Affiliates to pay any money or other consideration or the Identified Contract that such third party refuses to grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or otherwise intends to provide such an alternative arrangement (and terminate the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred PermitIdentified Contract.

Consents. Anything in this Agreement Subject to the contrary notwithstandingterms and conditions contained herein and in the Loan Agreement and the other Financing Agreements, this Agreement shall not constitute an agreement Lender consents to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale purchase by ORC of the QMP Purchased Assets pursuant to this Agreement without any reduction the QMP Purchase Agreements (as in effect on the Closing Date Consideration or any Contingent Paymentsdate hereof), including the fulfillment (not merely the waiver, except as may be consented to in writing by Lender) of all conditions precedent to the obligations of the parties to the QMP Purchase Agreements to close the transactions contemplated thereunder, (b) from and after ORC's use of the Closing, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing proceeds received by ORC (i) except for any obligations to from the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Reunion November 1996 Subordinated Loan in an amount not less than $2,000,000, and (ii) without limiting from the Seller’s liability under Article V for any breach additional, single advance by Lender to ORC in the amount of any representation, warranty, covenant or agreement $3,695,000 constituting a portion of the Seller ORC Term Loan as provided in this AgreementSection 7 hereof, (iii) from Revolving Loans made by Lender to ORC in accordance with Section 5 hereof (including the portion thereof, up to $1,000,000 constituting an Overformula Loan hereunder). In particular, for the payment by ORC, in consideration of the event that any such Deferred Consent is not obtained prior purchase by ORC of the QMP Purchased Assets pursuant to the ClosingQMP Purchase Agreements (as in effect on the date hereof) of an amount, then subject to adjustment, but not greater than $8,000,000 (the Buyer "QMP Purchase Price") consisting of cash payments, amounts delivered in escrow and the Seller shall use commercially reasonable efforts assumption of certain indebtedness owed by QMP to enter into such arrangements BBT, which indebtedness to BBT will be repaid contemporaneously herewith, (including subleasing or subcontracting if permittedc) the payment by ORC of an amount, not to exceed $240,000, in a manner that would not require any Deferred Consent payment of the broker's fee payable to provide First Commercial Group upon closing of the acquisition contemplated by the QMP Purchase Agreements, (d) the ▇▇▇▇ Noncompetition Agreement, (e) the incurrence of the indebtedness of ORC to Reunion arising pursuant to the parties Reunion November 1996 Subordinated Loan and the economic Reunion February 1997 Subordinated Loan (when and operational equivalent if made), and (f) the merger of obtaining such Deferred Consent OMPC-NC with and assigning or transferring such Transferred Assetinto ORC, including (at with ORC as the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating surviving corporation, pursuant to the postOMPC-Closing period, NC Merger Agreements (as in effect on the date hereof) and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitapplicable laws.

Consents. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, Assumed Contract if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity thereto, would constitute a breach or other contravention thereof or in any way adversely affects the rights of Buyer or Seller thereunder. As soon as practicable following the Closing Date, each of the parties, respectively, shall commence and diligently pursue and use its reasonable and good faith efforts to obtain all Consents set forth on Schedule 6.8 and Permits (if applicable) and to otherwise make all notices to, and to make all filings with, any Person as may be necessary to authorize, approve or permit the full and complete sale and transfer of the Purchased Assets as contemplated hereby, and upon obtaining such Consent, if obtained, such Assumed Contract will be assigned to Buyer. In connection with this Section 8.2, the parties agree to fully cooperate with each other in connection with the obtaining of the foregoing Consents and Permits, including, without limitation, promptly delivering and executing any and all agreements, disclosures, statements, instruments and documents and to take any other actions reasonably required in order to obtain said Consents and Permits. Unless and until such Consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any so that Buyer would not in fact receive all rights under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) from and after the ClosingAssumed Contract, the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to in an arrangement under which Buyer would obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all assume the Liabilities Obligations thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement of the Seller in accordance with this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (subcontracting, sub-licensing, or subleasing to Buyer, or under which Sellers would enforce, at the Buyer’s cost and expense) enforcement by the Seller , for the benefit of Buyer, with Buyer assuming at Buyer’s expense the Buyer Sellers’ obligations thereunder, any and all rights of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on Seller against a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either third party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Personthereto. For the avoidance of doubt, neither only those Assumed Contracts capable of being assigned without the Consent of the other party thereto shall be assigned to Buyer at Closing pursuant to the conveyance document delivered by Seller nor any of its Affiliates shall have any obligation pursuant to obtain any Deferred Consent or to provide such an alternative arrangement (Section 11.1(d), and the failure to do Assumed Contracts not being so shall notassigned at Closing, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same which are set forth in this Section 1.10. For the avoidance of doubtSchedule 6.8, neither the Seller nor any of its Affiliates warrants, or shall be responsible forassigned by Seller to Buyer upon the requisite Consent being obtained, the successful maintenance or renewal of any Transferred Permitif obtained.

Consents. Anything (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations full force and effect) as of the BuyerClosing, in the case of each Seller Contract or any Selling Subsidiary thereunder or violate any applicable Law (any Real Property Lease as to which such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is Material Consents were not obtained (such consent, or otherwise are not in full force and effect) (a “Deferred Consent”"Restricted Material Contract"), thenBuyer may waive the condition of Buyer's obligations hereunder as to any such Restricted Material Contract and either: (i) elect to have the applicable Seller continue its Best Efforts to obtain the Material Consent until the termination of the Operating Agreement; or (ii) elect to have the applicable Seller retain the Restricted Material Contract and all Liabilities arising therefrom or relating thereto; provided, in each such casehowever, (a) that this option shall not be available with respect to any Real Property Lease. If Buyer elects to have Sellers continue their Best Efforts to obtain Material Consents and the Deferred Item shall be withheld from sale pursuant to Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement without nor the Assignment and Assumption Agreement nor the Operating Agreement nor any reduction in other document related to the Closing Date Consideration consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of any Contingent PaymentsRestricted Material Contract, (b) from and after following the Closing, the Seller parties shall use Best Efforts, and the Buyer will use commercially reasonable efforts to cooperate to seek with each other, to obtain such Deferred the Material Consent relating to each Restricted Material Contract as soon quickly as practicable after practicable. (b) If there are any Consents not listed on Exhibit 9.3 necessary for the Closing assignment and transfer of any Seller Contracts to Buyer (cthe "Nonmaterial Consents") until such Deferred Consent is obtainedwhich have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item Contracts as to which such Deferred Consent relates Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing "Restricted Nonmaterial Contract"), either to: (i) except for any obligations accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and the applicable Seller, such Restricted Nonmaterial Contract shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any breach of any representation, warranty, covenant or agreement other document related to the consummation of the Seller in this Agreement). In particularContemplated Transactions shall constitute a sale, in assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the applicable Seller shall use commercially reasonable efforts to enter into retain such arrangements (including subleasing Restricted Nonmaterial Contract and all Liabilities arising therefrom or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthereto.

Consents. Anything Each of the Consents for the Assigned Contracts identified on Schedule 6.2 shall have been obtained and shall be in full force and effect. If there are any Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Assigned Contract as to which such Consent was not obtained (or otherwise is not in full force and effect) (the "Restricted Assigned Contracts"), Buyer may waive the closing conditions as to any such Consent and either: (i) Elect to have Seller continue its efforts to obtain the Consents; or (ii) Elect to have Seller retain that Restricted Assigned Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects this subsection (ii), then the Purchase Price shall be adjusted according to a formula to be mutually agreed between the parties. If Buyer elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.2, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Acquisition shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Assigned Contracts, and following the Closing, the parties shall not constitute an agreement use best efforts, and cooperate with each other, to assign or transfer obtain the Consent relating to each Restricted Assigned Contract as quickly as practicable. Pending the obtaining of such Consent relating to any Transferred Asset Restricted Assigned Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Assigned Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyer of any and all rights of Seller against a third party or thereunder). Once a Governmental Entity would constitute Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a breach thereof or in any way adversely affect the rights or obligations of the Restricted Assigned Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Assigned Contract to Buyer, and Buyer shall assume the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any obligations under such Transferred Asset, claim, right or benefit, a “Deferred Item”). If any such required consent is not obtained (such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Assigned Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyer from and after the Closing, the Seller date of assignment to Buyer pursuant to a special-purpose assignment and the Buyer will use commercially reasonable efforts assumption agreement substantially similar in terms to cooperate to seek to obtain such Deferred Consent as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates in a manner that would not require any Deferred Consent (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing (i) except for any obligations to the extent arising from or related to any breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time and (ii) without limiting the Seller’s liability under Article V for any breach of any representation, warranty, covenant or agreement those of the Seller in this Agreement). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer Assignment and the Seller shall use commercially reasonable efforts to enter into such arrangements Assumption Agreement (including subleasing or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to which special-purpose agreement the parties the economic shall prepare, execute and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (deliver in good faith at the time of such transfer, all at no additional cost to Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permit).

Consents. Anything (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), Buyers may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain the Material Consents; or (ii) elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If Buyers elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, then notwithstanding Sections 2.01 and 2.03 neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the contrary notwithstandingconsummation of the Contemplated Transactions shall constitute a sale, this Agreement assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts; and following the Closing, the parties shall not constitute an agreement use Best Efforts, and cooperate with each other, to assign or transfer obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Transferred Asset Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyers the benefits of use of the Restricted Material Contract for its term (or any claim, right or benefit arising thereunder or resulting therefromthereunder, if an attempted assignment or transfer thereof, without including the consent enforcement for the benefit of Buyers of any and all rights of Seller against a third party or a Governmental Entity would constitute a breach thereof or in any way adversely affect the rights or obligations of the Buyer, the Seller or any Selling Subsidiary thereunder or violate any applicable Law (any such Transferred Asset, claim, right or benefit, a “Deferred Item”thereunder). If any Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller promptly shall assign, transfer, convey and deliver such required consent is not obtained (Restricted Material Contract to Buyers, and Buyers shall assume the obligations under such consent, a “Deferred Consent”), then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant Restricted Material Contract assigned to this Agreement without any reduction in the Closing Date Consideration or any Contingent Payments, (b) Buyers from and after the date of assignment to Buyers pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyers). (b) If there are any Consents not listed on Exhibit C necessary for the assignment and transfer of any the Seller Contracts to Buyers (the "Nonmaterial Consents") which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyers shall elect at the Closing, in the case of each of the Seller and the Buyer will use commercially reasonable efforts to cooperate to seek to obtain such Deferred Consent Contracts as soon as practicable after the Closing and (c) until such Deferred Consent is obtained, the Seller and the Buyer will use commercially reasonable efforts to cooperate to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates Nonmaterial Consents were not obtained (or otherwise are not in a manner that would not require any Deferred Consent full force and effect) (with the Buyer entitled to all the benefits and subject to all the Liabilities thereunder (as Assumed Liabilities) arising on or after the Closing "Restricted Nonmaterial Contracts"), whether to: (i) except for any obligations accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyers and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent arising from or related practicable and notwithstanding the failure to any breach or violation thereunder prior obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Closing or any act or omission prior to the Closing that would have constituted a breach or violation thereunder upon notice or passage of time Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) without limiting reject the Seller’s liability under Article V for assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.01 and 2.03, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any breach of any representation, warranty, covenant or agreement other -------------------------------------------------------------------------------- 17 document related to the consummation of the Seller in this Agreement). In particularContemplated Transactions shall constitute a sale, in the event that any assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Deferred Consent is not obtained prior to the ClosingRestricted Nonmaterial Contract, then the Buyer and the (B) Seller shall use commercially reasonable efforts to enter into retain such arrangements (including subleasing Restricted Nonmaterial Contract and all Liabilities arising therefrom or subcontracting if permitted) in a manner that would not require any Deferred Consent to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Transferred Asset, including (at the Buyer’s cost and expense) enforcement by the Seller for the benefit of the Buyer of all claims or rights arising thereunder relating to the post-Closing period, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. Nothing in this Agreement (including in this Section 1.10) shall require either party or any of their respective Affiliates to pay any money or other consideration or grant any other accommodation to any Person (including any amendment to any Transferred Contract or other modification of any Transferred Asset) or to initiate any claim or proceeding against any Person. For the avoidance of doubt, neither the Seller nor any of its Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not, in and of itself, be deemed to be a breach of the Seller’s representations, warranties or covenants hereunder) other than the undertaking to use commercially reasonable efforts to obtain or provide the same set forth in this Section 1.10. For the avoidance of doubt, neither the Seller nor any of its Affiliates warrants, or shall be responsible for, the successful maintenance or renewal of any Transferred Permitthereto.