Common use of Nonassignable Assets Clause in Contracts

Nonassignable Assets. Notwithstanding Section 8.4(h), any Asset, the conveyance, assignment or transfer of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of and enforcing for the benefit of the Receiving Partners, at their expense, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferred.

Nonassignable Assets. Notwithstanding Section 8.4(h)(a) Nothing in this Agreement, any Assetnor the consummation of the transactions contemplated hereby, the conveyance, assignment shall be construed as an attempt or agreement to assign or transfer of any Transferred Asset (including any Assumed Contract or any Shared Contract) to Purchaser which by its terms or by Law is nonassignable without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder Consent (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred unless and until such time as Consent shall have been obtained. Seller shall advise Purchaser in writing at least five (5) Business Days prior to the Closing Date (a) of any Material Contract with a Material Customer with respect to which a Consent of the counterparty is required for assignment and (b) if, to the Knowledge of Seller, Seller has received written notice by letter, facsimile or email that such consentMaterial Customer will not agree to the assignment of any Material Contract described in clause (a) to Purchaser hereunder at the Closing. To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyedheld, assigned as of and from the Closing, by Seller (or transferred without further action on the part relevant Seller Subsidiary) for the benefit and burden of the Partnership, any of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership Purchaser and the Partners covenants and obligations thereunder shall be fully performed by Purchaser on Seller’s (or such Seller Subsidiary’s) behalf and all rights and Liabilities existing thereunder that would constitute Assumed Liabilities shall be for Purchaser’s account. For the avoidance of doubt, the designation of a Transferred Asset as a Nonassignable Asset does not render it an Excluded Asset. Subject to Section 5.08, after the Closing, Seller and Purchaser will continue to use all commercially reasonable efforts to obtain Consents to assignment of Nonassignable Assets and/or to remove any other impediments to the relevant consent, authorization, approval transfer or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the benefits under assignment of each Nonassignable Asset as if such Nonassignable Asset had been assigned to or, in the Receiving Partners, including preserving the benefits case of a Vendor Shared Contract and enforcing for the benefit of the Receiving Partners, at their expense, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Assetthe necessary Consent for transfer or assignment has not otherwise been obtained and Purchaser so requests, to encourage the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager relevant Vendor to enter into a separate Contract with Purchaser in respect of any Damages suffered the relevant Vendor Shared Contract, and Seller will transfer or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any assign each Nonassignable Asset to Purchaser (or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), a Subsidiary designated by it) within five (5) Business Days after the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferredreceipt of Consent thereto and/or removal of such impediment.

Nonassignable Assets. Notwithstanding Section 8.4(h), any AssetNothing in this Agreement, the conveyance, Xxxx of Sale or the Contract Assignments or the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign or transfer any Purchased Asset (including any Assigned Contract or Facility Governmental Authorization) to Buyer which by its terms or by Law is not assignable or transferable without a consent or is cancelable by a third party in the event of an assignment or transfer of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred unless and until such time consent shall have been obtained or Law satisfied. Seller and Buyer shall obtain as expeditiously as possible any consent that may be required and satisfy any Law necessary to the assignment or transfer of a Nonassignable Asset to Buyer, and Seller shall take all such consentactions as may be necessary to effect the assignment or transfer of the Nonassignable Asset. Unless and until any such consent that may be required is obtained or Law satisfied, authorizationSeller shall establish an arrangement reasonably satisfactory to Buyer under which Buyer would obtain the claims, approval or waiver is obtained, at which time rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset shall be deemed conveyed(including by means of any subcontracting, assigned sublicensing or transferred without further action on the part of the Partnership, any of its Subsidiaries subleasing arrangement) or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of and enforcing which Seller would enforce for the benefit of the Receiving PartnersBuyer, at their expensewith Buyer assuming and agreeing to pay Seller’s obligations and reasonable expenses, any and all claims, rights and benefits of the Partnership or Seller against a third party thereto; provided, that in no event shall Buyer be required to enter into any of its Subsidiaries under such arrangement with respect to any Nonassignable Asset and (iii) for which a required consent is necessary or be required to the extent permissible under incur any unreimbursed expenses in connection with such Nonassignable Asset, the Receiving Partners arrangement. Seller shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under promptly pay over to Buyer all payments received by such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager Seller in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the all Nonassignable Assets. The Partnership If and its Subsidiaries shall promptly pay to when the Receiving Partners when received all monies received by them in respect applicable consents or approvals, the absence of which caused the deferral of transfer of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h)pursuant to this Section, are obtained, the Partnership transfer of the applicable Nonassignable Asset to Buyer shall not automatically and without further action be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferredeffected in accordance with the terms of this Agreement.

Nonassignable Assets. Notwithstanding Section 8.4(h)Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an Agreement to sell, assign, transfer, convey or sublease any Acquired Asset, the conveyanceincluding any Permit and any Assigned Contract, assignment if an attempted sale, assignment, transfer, conveyance or transfer of which sublease thereof without the consent, authorization, approval Consent of another Person or waiver of a third party Persons would constitute a breach or other contravention of such Asset of, or in any way adversely affect the rights of the PartnershipSeller or Buyer with respect to, such Acquired Asset (any of its Subsidiaries or the Partners thereunder (such Acquired Asset being referred to as a “"Nonassignable Asset”"). Except as set forth on Schedule 1.3(a), Seller shall use its reasonable efforts, and Buyer shall cooperate with Seller in all reasonable respects, to obtain and satisfy all Consents and to resolve all impracticalities of sale, assignment, transfer, conveyance or sublease necessary to sell, assign, transfer, convey or sublease any and all Nonassignable Assets (or any interest therein) in accordance with this Agreement (it being understood, however, that Seller shall not be conveyed, assigned required to pay any fees or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part other sums of the Partnership, any of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts money to obtain such Consents, except any such fees and other sums of money as shall have become due and payable in the relevant consentordinary course of business prior to the Closing Date). If any such Consents are not obtained and satisfied or if an attempted sale, authorizationassignment, approval transfer, conveyance or waiversublease would be ineffective, Seller and any appropriate Affiliate or Affiliates of Seller shall at the Closing enter into such arrangements (iiincluding related written agreements) the Partnership shall endeavor as Buyer may reasonably request in order to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of and enforcing for Buyer the benefit of the Receiving Partners, at their expense, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Asset Assets (it being understood that any such arrangement may include obligations imposed on Seller and (iii) any such Affiliate or Affiliates to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners Buyer when received all monies and other items of value received by them in respect Seller and any of such Affiliates under any and all such Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(hAssets), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferred.

Nonassignable Assets. Notwithstanding Section 8.4(h), any AssetNothing in this Agreement, the conveyance, Bill of Sale or the Contract Assignments or the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign or transfer any Purchased Asset (including any Assigned Contract or Permit) to Buyer which by its terms or by Law is not assignable or transferable without a consent or is cancelable by a third party in the event of an assignment or transfer of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred unless and until such time consent shall have been obtained (including by virtue of the effect of the Approval Order rendering certain consents to be unnecessary) or Law satisfied. Seller and Buyer shall use diligent and reasonable best efforts to obtain any consent that may be required and satisfy any Law necessary to the assignment or transfer of a Nonassignable Asset to Buyer, and Seller shall take all such commercially reasonable actions as may be necessary to effect the assignment or transfer of the Nonassignable Asset. Unless and until any such consentconsent that may be required is obtained or Law satisfied, authorizationSeller shall establish an arrangement reasonably satisfactory to Buyer under which Buyer would obtain the claims, approval or waiver is obtained, at which time rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset shall be deemed conveyed(including by means of any subcontracting, assigned sublicensing or transferred without further action on the part of the Partnership, any of its Subsidiaries subleasing arrangement) or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of and enforcing which Seller would enforce for the benefit of the Receiving PartnersBuyer, at their expensewith Buyer assuming and agreeing to pay Seller’s obligations and reasonable expenses, any and all claims, rights and benefits of the Partnership or Seller against a third party thereto; provided that in no event shall Buyer be required to enter into any of its Subsidiaries under such arrangement with respect to any Nonassignable Asset and (iii) for which a required consent is necessary. Seller shall promptly transmit over to the extent permissible under Buyer all payments received by such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager Seller in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the all Nonassignable Assets. The Partnership If and its Subsidiaries shall promptly pay to when the Receiving Partners when received all monies received by them in respect applicable consents or approvals, the absence of which caused the deferral of transfer of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h)pursuant to this Section, are obtained, the Partnership transfer of the applicable Nonassignable Asset to Buyer shall not automatically and without further action be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferredeffected in accordance with the terms of this Agreement.

Nonassignable Assets. Notwithstanding Section 8.4(h)Nothing in this Agreement shall be construed as an attempt or agreement to assign any Asset (including any contract, any Asset, the conveyance, assignment permit or transfer of which other right) that by its terms or by Law is nonassignable without the consent, authorization, approval or waiver consent of a third party would constitute or a breach Governmental Authority or other contravention is cancelable by a third party in the event of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder an assignment (a “Nonassignable Asset”), unless and until such consent shall have been obtained. With respect to any Nonassignable Asset, the applicable Contributor shall (and shall cause its subsidiaries and affiliates to) use commercially reasonable efforts to obtain all such consents promptly. To the extent permitted by applicable Law and under the applicable terms binding any Nonassignable Asset, in the event consents to the assignment thereof cannot be conveyed, assigned or transferred obtained (and in any case until any such time as such consent, authorization, approval or waiver consent is obtained), at which time such Nonassignable Asset shall be deemed conveyedheld by the applicable Contributor in trust for Rattler, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners covenants and obligations thereunder shall use be performed by Rattler and all commercially reasonable efforts benefits and obligations existing thereunder shall be for Rattler’s account. Each applicable Contributor shall take or cause to obtain the relevant consent, authorization, approval be taken at Rattler’s expense all such actions in such Contributor’s name or waiver, (ii) the Partnership shall endeavor otherwise as Rattler may reasonably request so as to provide the applicable Receiving Partners Rattler with the benefits of any Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under each the Nonassignable Asset as if Assets, and such Contributor shall promptly pay over to Rattler all money or other consideration received by it in respect of all Nonassignable Asset had been assigned Assets. Each Contributor authorizes Rattler, to the Receiving Partnersextent permitted by applicable Law and the terms of the Nonassignable Assets, including preserving at Rattler’s expense, to perform all the obligations and receive all the benefits of such Contributor under the Nonassignable Assets and enforcing for the benefit of the Receiving Partners, at their expense, any appoints Rattler as its attorney-in-fact to act in its name and all rights of the Partnership or any of on its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities behalf with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferredthereto.

Nonassignable Assets. Notwithstanding Section 8.4(h)If any Purchased Asset or Assumed Liability cannot, any Assetby its terms or applicable Law, the conveyancebe assigned, assignment transferred or transfer of which conveyed without the consent, authorization, approval or waiver consent of a third party would or a Governmental Entity or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) and such consent has not been obtained prior to Closing, this Agreement shall not constitute a breach sale, assignment, transfer, conveyance or other contravention of delivery, or an attempted sale, assignment, transfer, conveyance or delivery thereof unless and until such Asset or in any way adversely affect the rights of the Partnershipconsent shall have been obtained. Seller, any of at its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”)expense, shall not be conveyed, assigned or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part of the Partnership, any of use its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to cooperate with Purchaser following the Closing Date in endeavoring to obtain such consents promptly. To the relevant consentextent permitted by applicable Law and the terms of the Nonassignable Assets, authorizationin the event consents to the assignment thereof cannot be obtained, approval such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in Seller’s name, Purchaser shall bear all expenses related thereto, and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or waiver, (ii) the Partnership shall endeavor cause to be taken at Purchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request in writing to provide the applicable Receiving Partners Purchaser with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of and enforcing for the benefit of the Receiving Partners, at their expense, any Nonassignable Assets and all rights to effect collection of the Partnership money or any of its Subsidiaries other consideration that becomes due and payable under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries Seller shall promptly pay over to the Receiving Partners when received Purchaser all monies money or other consideration received by them it in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets. As of and from the Closing Date, Seller authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Nonassignable Assets have been properly assignedand appoint Purchaser their attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, conveyed and transferredXxxxxxxxx agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Nonassignable Assets. Notwithstanding Section 8.4(h), Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, the conveyanceincluding any Assumed Contract, assignment or transfer of which without the consentcertificate, authorizationapproval, approval or waiver of a third party would constitute a breach authorization or other contravention right included in the Acquired Assets, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of such Asset or in any way adversely affect and from the rights of the PartnershipClosing Date, any of its Subsidiaries by Seller or the Partners applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyedperformed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account, assigned but subject, as applicable, to the last sentence of Section 3.6(b). Seller shall take or transferred without further action on the part of the Partnership, any of cause to be taken at Buyer’s expense such actions in its Subsidiaries name or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor otherwise as Buyer may reasonably request so as to provide the applicable Receiving Partners Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under each the Nonassignable Asset Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets (subject, as if such Nonassignable Asset had been assigned to all the foregoing, as applicable, to the Receiving Partnerslast sentence of Section 3.6(b)). As of and from the Closing Date, including preserving Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and enforcing for appoints Buyer its attorney-in-fact to act in its name on its behalf or in the benefit name of the Receiving Partners, at their expense, any applicable Affiliate of Seller and all rights of the Partnership or any of its Subsidiaries under on such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General ManagerAffiliate’s responsibilities behalf with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferredthereto.

Nonassignable Assets. Notwithstanding Section 8.4(h)anything set forth herein to the contrary, any Assetno Acquired Assets shall be deemed sold, transferred or assigned to the conveyanceBuyer pursuant to this Agreement if the attempted sale, transfer or assignment or transfer of which thereof to Buyer without the consent, authorization, consent or approval of another party or waiver of a third party Governmental Entity would be ineffective or would constitute a breach of contract or other contravention a violation of such Asset any law or would in any other way materially and adversely affect the rights of Seller (or Buyer as transferee or assignee) and such consent or approval is not obtained on or prior to the PartnershipClosing. In each such case, to the extent possible, (A) the beneficial interest in or to such Acquired Assets (collectively, the “Beneficial Rights”) shall in any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time event pass as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part of the PartnershipClosing to Buyer under this Agreement, and (B) pending such consent or approval, Buyer shall assume or discharge the liabilities of Seller related to such Beneficial Rights (to the extent such liabilities are Assumed Liabilities hereunder) as agent for Seller and Seller shall act as Buyer’s agent in receipt of any of its Subsidiaries benefits, rights or any of interests received relating to the PartnersBeneficial Rights. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership Buyer and the Partners Seller shall use all commercially reasonable best efforts (and bear their respective costs) without payment of any material fees, penalties or other amounts to any third party to obtain or secure any and all consents or approvals that may be necessary to effect the relevant consentlegal and valid sale, authorization, approval transfer or waiver, (ii) assignment of any Acquired Assets underlying the Partnership Beneficial Rights. Buyer and Seller shall endeavor make or complete such transfers as soon as reasonably practicable and cooperate with each other in any other reasonable arrangement designed to provide for Buyer the applicable Receiving Partners with Beneficial Rights including enforcement at the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of cost and enforcing for the benefit account of the Receiving Partners, at their expense, Buyer of any and all rights of Seller against the Partnership or other party thereto, and to provide for the discharge by Buyer of any of its Subsidiaries liability under such Nonassignable Asset and Acquired Assets (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(hliabilities are Assumed Liabilities hereunder), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferred.

Nonassignable Assets. Notwithstanding Section 8.4(h), Nothing in this Agreement nor the consummation of the Transaction or the other transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Asset, Acquired Asset to the conveyance, Buyer which by its terms or by Law is not assignable or transferable without a consent or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”"NONASSIGNABLE ASSET"), shall not be conveyed, assigned or transferred unless and until such time as such consent, authorization, approval consent shall have been obtained or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries or any of the Partnerscondition satisfied. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners The Company shall use all commercially reasonable efforts to obtain as expeditiously as possible any consent that may be required and to satisfy any condition necessary to the relevant consentassignment or transfer of a Nonassignable Asset to the Buyer. The cost of obtaining any such consent or satisfying any such condition shall be borne by the Company. Unless and until any such consent that may be required is obtained or condition satisfied, authorization, approval or waiver, (ii) to the Partnership shall endeavor to provide extent permitted by applicable Laws and by the terms of the applicable Receiving Partners with Nonassignable Asset, the Company and the Buyer will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the Company and the Buyer under which the Buyer would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations (to the extent such obligations would not constitute Excluded Liabilities) under each Nonassignable Asset as if such Nonassignable Asset had been assigned to (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Receiving Partners, including preserving the benefits of and enforcing Company would enforce for the benefit of the Receiving PartnersBuyer, at their expensewith the Buyer assuming and agreeing to pay the Company's obligations (to the extent such obligations would not constitute Excluded Liabilities), any and all claims, rights and benefits of the Partnership or Company against a third party thereto. With respect to any of its Subsidiaries under Nonassignable Assets for which such Nonassignable Asset and (iii) an arrangement has been established, the Company shall promptly pay over to the extent permissible under such Nonassignable Asset, Buyer the Receiving Partners shall (A) be responsible for amount of all payments received by the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager Company in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the such Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferred.

Nonassignable Assets. Notwithstanding Section 8.4(h), any Asset, the conveyance, assignment or transfer of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of such Asset or anything in any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned this Agreement to the Receiving Partnerscontrary, including preserving the benefits of and enforcing for the benefit of the Receiving Partners, at their expense, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Assetthat the sale, the Receiving Partners shall (A) be responsible for the obligations of the Partnership assignment, sublease, transfer, conveyance or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership delivery or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership attempted sale, assignment, sublease, transfer, conveyance or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect delivery to Buyer of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as asset that would be a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Transferred Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h)thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Partnership Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then (i) if such asset is a Current Asset, such asset shall be regarded as a Transferred Asset for purposes of the calculations required under Sections 2.8 and 2.9 and (ii) following the Closing, the parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that none of the parties shall be required to pay any consideration therefor. From and after the Closing, the parties shall cooperate with each other in any mutually agreeable, commercially reasonable and lawful arrangements designed to provide (x) to Buyer and its Affiliates the benefits of use of an Other Contract Right or, pending receipt of all applicable authorizations, approvals, consents or waivers, such asset and (y) to Seller and its Affiliates the benefits, including any indemnities, that they would have obtained had the asset or Other Contract Right been conveyed to Buyer and its Affiliates at the Closing. Once authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or delivery of any such asset not be dissolved until all Nonassignable Assets have been properly sold, assigned, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its applicable Affiliates to, assign, transfer, convey and transferred.deliver such asset to Buyer at no additional cost. With respect to any such asset, if such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Affiliate(s) thereunder so that Buyer would not in fact receive all such rights, Seller will, to the extent not prohibited by or not in violation of any such agreement, (a) cooperate with Buyer in any mutually agreeable, commercially reasonable and lawful arrangement designed to provide for Buyer the benefits (including the exercise of Seller’s or such Affiliates’ rights) under any such asset or Other Contract Right, including enforcement for the benefit of Buyer of any and all rights of Seller or such Affiliates against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (b) hold all monies paid to Seller or such Affiliates thereunder on and after the Closing Date in trust for the account of Buyer, and (c) remit such money to Buyer as promptly as possible. Buyer acknowledges and agrees that to the extent that Buyer or any of its Affiliates is allowed the benefits or use of any Contract or other asset or any claim or right or benefit arising thereunder or resulting therefrom pursuant to this Section 2.4, including while any third party consent or novation relating thereto has not been obtained, such Contract or other asset shall be treated as a Transferred Asset for purposes of Section 3.10 and Article X.

Nonassignable Assets. Notwithstanding Section 8.4(h)Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an Agreement to sell, assign, transfer, convey or sublease any Purchased Asset, the conveyanceincluding any Permit and any Assumed Contract, assignment if an attempted sale, assignment, transfer, conveyance or transfer of which sublease thereof without the consent, authorization, approval consent of another Person or waiver of a third party Persons is prohibited by any applicable Law or would constitute a breach or other contravention of such Asset of, or in any way adversely affect the rights of the PartnershipSellers or Purchasers with respect to, such Purchased Asset (any of its Subsidiaries or the Partners thereunder (such Purchased Asset being referred to as a “Nonassignable Asset”). Sellers shall use reasonable efforts, and Purchasers shall cooperate with Sellers in all reasonable respects, to obtain and satisfy all consents and to resolve all impracticalities of sale, assignment, transfer, conveyance or sublease necessary to sell, assign, transfer, convey or sublease any and all Nonassignable Assets (or any interest therein) in accordance with this Agreement. If any such consent is not obtained and is required to effectively assign a Purchased Asset, Sellers will use their best efforts to provide, or cause to be conveyedprovided, assigned to Purchasers the full claims, rights and benefits of or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time under such Nonassignable Asset shall be deemed conveyedAssets. To the extent that Purchasers are provided the benefits pursuant to this Section 2.4 of any Assumed Contract, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of and enforcing Purchaser shall perform for the benefit of the Receiving Partners, at their expense, any and all rights other Persons that are parties thereto the obligations thereunder of the Partnership or Seller party thereto and pay, discharge and satisfy any of its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Assetrelated liabilities that, the Receiving Partners shall (A) be responsible but for the obligations lack of the Partnership an authorization, approval, consent or its Subsidiaries under waiver to assign such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in liabilities to such Nonassignable Asset. The Receiving Partners shall indemnify the PartnershipPurchasers, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not would be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferredAssumed Liabilities.

Nonassignable Assets. Notwithstanding Section 8.4(h)1.11 or Annex C, any Asset, the conveyance, assignment or transfer of which to Comcast Newco (or following such assignment, transfer, conveyance or delivery, the transfer of the equity securities of Comcast Newco to Comcast), without the consent, authorization, approval or waiver Consent of a third party would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries Subsidiaries, Comcast Newco, or the Partners Comcast thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time as such consent, authorization, approval or waiver Consent is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries Subsidiaries, Comcast Newco, or any of the Partners. Until such consent, authorization, approval or waiver Consent is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiverConsent, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners Comcast Newco with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving PartnersComcast Newco, including preserving the benefits of and enforcing for the benefit of the Receiving PartnersComcast Newco, at their its expense, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners Comcast Newco shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving In the event that any Nonassignable Asset is a franchise applicable to any System included in the Comcast Systems Group and such a Consent has not been obtained prior to the Closing, if either Partner requests, the Partners shall negotiate in good faith a management agreement containing customary terms and conditions to effectuate the foregoing until such time as an appropriate Consent with respect to such franchise is obtained. Comcast shall indemnify Insight, the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by Insight, the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) 1.12 or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners Comcast Newco when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferred.

Nonassignable Assets. Notwithstanding Section 8.4(h)In the case of any Assets constituting a Subscriber Service Right, any Asset, Tower Right or Assumed Liability (the conveyance, assignment “Assumed Contracts” that are not by their terms assignable or transfer of which without that require the consent, authorization, approval or waiver consent of a third party would constitute a breach or other contravention of in connection with the transfer by the Company (and for which the third party consent has not been obtained), such Asset or in any way adversely affect Assumed Contracts will be deemed not to have been the rights subject of the Partnership, transfer as of the Closing Date. If the consent of any of its Subsidiaries or third party is not obtained prior to the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time as Closing Date and the Closing occurs notwithstanding the failure to obtain such consent, authorizationthe Company will use its commercially reasonable best efforts to deliver the remaining consents following the Closing Date, approval or waiver and will assist Purchaser in such manner as may reasonably be requested by Purchaser for the purpose of obtaining such consent promptly. During such period in which the applicable Assumed Contract is obtained, at which time such Nonassignable Asset shall be deemed conveyed, not capable of being assigned or transferred without further action on to Purchaser due to the part of the Partnership, failure to obtain any of its Subsidiaries or any of the Partners. Until such required consent, authorizationthe Company will make such arrangements as may be reasonably necessary, approval or waiver is obtainedand to the extent permissible, (i) to enable Purchaser to receive all the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the economic benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned Assumed Contract accruing on and after the Closing Date (including, to the Receiving Partnersextent permissible and requested by the Purchaser, including preserving through a sub-contracting, sub-licensing, sub-participation or sub-leasing arrangement, or an arrangement under which the benefits of and enforcing Company would enforce such Assumed Contract for the benefit of Purchaser, with Purchaser, to the Receiving Partnersextent permissible, at their expense, assuming the Company’s executory obligations and any and all rights of the Partnership or any Company against the other party thereto). If the approval of its Subsidiaries under the other party to such Nonassignable Asset Assumed Contract is obtained after the Closing Date, such approval will, as between the Company and Purchaser, constitute a confirmation (automatically and without further action of the parties, subject to prior review of and acceptance of the Assumed Contract by the Purchaser) that such Assumed Contract is assigned to Purchaser as of the Closing Date, and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations automatically and without further action of the Partnership or its Subsidiaries under such Nonassignable Asset parties, subject to prior review of and (B) act as the agent acceptance of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred Assumed Contract by the Partnership, any of its Subsidiaries or Purchaser) that the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities liabilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay such Assumed Contract are, subject to the Receiving Partners when received all monies received by them in respect terms of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h)this Agreement, assumed as of the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferredClosing Date.

Nonassignable Assets. Notwithstanding Section 8.4(h)Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an Agreement to sell, assign, transfer, convey or sublease any Purchased Asset, the conveyanceincluding any Permit and any Assumed Contract, assignment if an attempted sale, assignment, transfer, conveyance or transfer of which sublease thereof without the consent, authorization, approval consent of another Person or waiver of a third party Persons is prohibited by any applicable Law or would constitute a breach or other contravention of such Asset of, or in any way adversely affect the rights of the PartnershipSeller or Purchaser with respect to, such Purchased Asset (any of its Subsidiaries or the Partners thereunder (such Purchased Asset being referred to as a “"Nonassignable Asset”"). Seller shall use reasonable efforts, and Purchaser shall not be conveyedcooperate with Seller in all reasonable respects, assigned to obtain and satisfy all consents and to resolve all impracticalities of sale, assignment, transfer, conveyance or transferred until such time as such consentsublease necessary to sell, authorizationassign, approval transfer, convey or waiver is obtained, at which time such sublease any and all Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries Assets (or any of the Partnersinterest therein) in accordance with this Agreement. Until If any such consentconsent is not obtained and is required to effectively assign a Purchased Asset, authorization, approval or waiver is obtained, (i) the Partnership and the Partners shall Seller will use all commercially its reasonable efforts to obtain provide, or cause to be provided, to Purchaser the relevant consentfull claims, authorization, approval rights and benefits of or waiver, (ii) under such Nonassignable Assets. To the Partnership shall endeavor to provide the applicable Receiving Partners with extent that Purchaser is provided the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned pursuant to the Receiving Partnersthis Section 2.4 of any Assumed Contract, including preserving the benefits of and enforcing Purchaser shall perform for the benefit of the Receiving Partnersother Persons that are parties thereto the obligations thereunder of Seller and pay, at their expensedischarge and satisfy any related liabilities that, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible but for the obligations lack of the Partnership an authorization, approval, consent or its Subsidiaries under waiver to assign such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnershipliabilities to Purchaser, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not would be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferredAssumed Liabilities.

Nonassignable Assets. Notwithstanding Section 8.4(h)anything to the contrary in this Agreement, to the extent that any Asset, the conveyance, assignment or transfer of which Acquired Asset is not assignable to Buyer without the consent, authorizationapproval, approval waiver, agreement or waiver action of a third party would constitute a breach any other Person (other than Dover or other contravention of its Affiliates), pursuant to Contract or otherwise (each such Asset or in any way adversely affect the rights of the Partnershipasset, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”), there shall be no assignment or attempted assignment to Buyer of such Nonassignable Asset at the Closing under this Agreement in the absence of such Person’s consent, approval, waiver, agreement or action, unless otherwise agreed by the Parties, and this Agreement shall not be conveyeddeemed to constitute an assignment or attempted assignment thereof. In the case of each Nonassignable Asset, assigned Dover shall, and shall cause each of its Affiliates to, use its reasonable best efforts to obtain the consent, approval, waiver, agreement or transferred until action of such time Person to the assignment of such Nonassignable Asset to Buyer, and, to the extent reasonably requested by Dover, Buyer shall, and shall cause its Affiliates to, cooperate with such efforts; provided, that, for the avoidance of doubt, nothing in this Agreement shall require either Party or any of their respective Affiliates to pay any money to, commence or participate in any litigation, offer or grant any accommodation or undertake any Liability (in each case financial or otherwise) to any Governmental Entity (other than filing fees as contemplated by the last sentence of Section 4.4(a) or any other comparable filing fees payable to a Governmental Entity) or other third party. If any such consent, authorizationapproval, approval waiver, agreement or waiver action is obtainednot obtained from such Person prior to the Closing, without limiting any other obligation under this Section 1.2(c), then the Parties shall, to the extent permitted by applicable Law, agree to any reasonable arrangement requested by either Party whereby, from and after the Closing, (i) Dover provides or causes to be provided to Buyer the benefits intended to be assigned to Buyer arising from or relating to such Nonassignable Asset, and Dover agrees to enforce, upon the written request of Buyer and for the benefit of Buyer (at which time Buyer’s sole expense), any rights of Dover or its Affiliates in respect of such Nonassignable Asset, and (ii) Buyer pays, performs and discharges all of the Liabilities of Dover or its Affiliates arising from or relating to such Nonassignable Asset to the extent such Liabilities would constitute Assumed Liabilities under this Agreement, and Buyer agrees to indemnify Dover and its Affiliates with respect to any Losses incurred by Dover or its Affiliates as a result of Buyer’s failure to pay, perform and discharge such Assumed Liabilities; provided, however, that once such consent, approval, waiver, agreement or action is obtained (if ever), such Nonassignable Asset shall promptly be deemed conveyedassigned by Dover or its Affiliates to Buyer at no additional cost to Buyer. For the avoidance of doubt, assigned this Section 1.2(c) shall in no way limit or transferred without further action on the part of the Partnershipprejudice any condition set forth in Article VI, any representation or warranty of its Subsidiaries Dover set forth in this Agreement or any of other document or instrument executed and delivered in connection herewith or, except for any covenant or agreement otherwise obligating Dover to assign (or cause the Partners. Until such assignment of) any Nonassignable Asset for which a consent, authorizationapproval, approval or waiver is obtained, (i) the Partnership and the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor agreement or action of any other Person required to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if assign such Nonassignable Asset had has not been assigned to the Receiving Partners, including preserving the benefits of and enforcing for the benefit of the Receiving Partners, at their expenseobtained, any and all rights covenant or agreement of the Partnership Dover or any of its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries Affiliates set forth in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset Agreement or any claim other document or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed instrument executed and transferreddelivered in connection herewith.

Nonassignable Assets. Notwithstanding Section 8.4(h), Nothing in this Agreement nor the consummation of the Transaction or the other transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Asset, Acquired Asset to the conveyance, Buyer which by its terms or by Law is not assignable or transferable without a consent or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred unless and until such time as such consent, authorization, approval consent shall have been obtained or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action on the part of the Partnership, any of its Subsidiaries or any of the Partnerscondition satisfied. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners The Company shall use all commercially reasonable efforts to obtain as expeditiously as possible any consent that may be required and to satisfy any condition necessary to the relevant consentassignment or transfer of a Nonassignable Asset to the Buyer. The cost of obtaining any such consent or satisfying any such condition shall be borne by the Company. Unless and until any such consent that may be required is obtained or condition satisfied, authorization, approval or waiver, (ii) to the Partnership shall endeavor to provide extent permitted by applicable Laws and by the terms of the applicable Receiving Partners with Nonassignable Asset, the Company and the Buyer will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the Company and the Buyer under which the Buyer would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations (to the extent such obligations would not constitute Excluded Liabilities) under each Nonassignable Asset as if such Nonassignable Asset had been assigned to (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Receiving Partners, including preserving the benefits of and enforcing Company would enforce for the benefit of the Receiving PartnersBuyer, at their expensewith the Buyer assuming and agreeing to pay the Company’s obligations (to the extent such obligations would not constitute Excluded Liabilities), any and all claims, rights and benefits of the Partnership or Company against a third party thereto. With respect to any of its Subsidiaries under Nonassignable Assets for which such Nonassignable Asset and (iii) an arrangement has been established, the Company shall promptly pay over to the extent permissible under such Nonassignable Asset, Buyer the Receiving Partners shall (A) be responsible for amount of all payments received by the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager Company in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the such Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding Section 8.4(h), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferred.

Nonassignable Assets. Notwithstanding Section 8.4(h)To the extent that any lease, any Assetcontract, permit, license or other asset included in the conveyanceAcquired Assets is not capable of being assigned, assignment transferred, subleased or transfer of which sublicensed without the consent, authorization, approval consent or waiver of a third party (whether or not a governmental authority), or if such assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of applicable law, this Agreement (and any related documents delivered at the Closing) shall not constitute an actual or attempted assignment, transfer, sublease or sublicense thereof unless and until such consent or waiver of such third party has been duly obtained or such assignment, transfer, sublease or sublicense has otherwise become lawful (any lease, contract, permit, license or other contravention asset not assigned, transferred, subleased or sublicensed as a result of such Asset this Section 1(g)(i) is hereinafter referred to as an "Unassigned Asset"). (ii) To the extent that the consents and waivers referred to in Section 1(g)(i) are not obtained prior to the Closing, or until the impracticalities of transfer referred to therein are resolved, and in each case subject to Section 8(a), (x) each Seller shall, subject to Section 8(a), use its best efforts to (A) provide or cause to be provided to the Buyer the benefits of any Unassigned Asset, (B) cooperate in any way adversely affect arrangement, reasonable and lawful as to both the Sellers and the Buyer, designed to provide such benefits to the Buyer and (C) enforce for the account and at the expense of the Buyer any rights of the PartnershipSellers arising from such Unassigned Asset, any of its Subsidiaries or including the Partners thereunder (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyed, assigned or transferred without further action right to elect to terminate in accordance with the terms thereof on the part advice of the PartnershipBuyer, any of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, and (iy) the Partnership and the Partners Buyer shall use all commercially reasonable its best efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners, including preserving the benefits of and enforcing for the benefit of the Receiving Partners, at their expense, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Asset and (iii) to the extent permissible under such Nonassignable Asset, the Receiving Partners shall (A) be responsible for perform the obligations of the Partnership or its Subsidiaries Sellers arising under such Nonassignable Unassigned Asset and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its Subsidiaries in such Nonassignable Asset. The Receiving Partners shall indemnify the Partnership, its Subsidiaries and the General Manager in respect of any Damages suffered or incurred by the Partnership, any of its Subsidiaries or the General Manager as a result of the operation of this Section 8.4(i) or the General Manager’s responsibilities with respect to the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to reimburse the Receiving Partners when received all monies received by them in respect of any Nonassignable Asset or any claim or right or any benefit arising thereunderSellers for the expense thereof. Notwithstanding Section 8.4(h(g), the Partnership shall not be dissolved until all Nonassignable Assets have been properly assigned, conveyed and transferred.