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)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), 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)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 Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, the conveyance, assignment or transfer of which without the consent, authorization, approval or waiver of a third party would constitute a breach including any Assumed Contract or other contravention certificate, approval, authorization or other 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 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 conveyed, assigned performed by Buyer in Seller’s or transferred without further action on the part of the Partnership, any of such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or 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 as if such 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 Asset had been assigned Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the Receiving Partnersextent permitted by Law and the terms of the Nonassignable Assets, including preserving 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), 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)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 (a) Without limiting the obligations set forth in Section 8.4(h)5.19, any the Seller shall use commercially reasonable efforts to ensure that each of the Contracts listed on Section 5.15 of the Disclosure Schedule, in each case to the extent such Contract is a Business Asset, shall be assigned to an Acquired Company. Nothing in this Agreement nor the conveyanceconsummation of the Transactions shall be construed as an attempt or agreement to assign any Business Asset, assignment including any Contract, Permit, approval, authorization or transfer of other right, which by its terms or by applicable Law is nonassignable without the consent, authorization, approval consent of a Governmental Authority or waiver of other Person or is cancelable by a third party would constitute a breach or other contravention 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 AssetAssets”), shall not be conveyed, assigned or transferred ) unless and until such time as consent shall have been obtained. During the period commencing on the Effective Date and continuing until twelve (12) months from and after the Closing Date, Seller shall use commercially reasonable efforts to cooperate with the Purchaser to obtain promptly such consent, authorization, approval or waiver is obtained, at which time Consents with respect to such Nonassignable Asset shall be deemed conveyedAssets; provided, assigned or transferred without further action on the part that none of the PartnershipSeller, any of its Subsidiaries Purchaser or any of their Affiliates shall be required to otherwise take any Non-Required Action (other than assuming the Partners. Excluded Liabilities or Business Liabilities, as applicable, in connection therewith). (b) Until the earlier of (x) the date on which the Seller and its Affiliates no longer have any obligations to any counterparties with respect to any Contracts that are Nonassignable Assets (including upon the termination date of any such consent, authorization, approval or waiver Contract) and (y) the date that the required Consent is obtained, (iA) the Partnership Seller shall (and shall cause its applicable Affiliates to) cause the Partners shall use all commercially reasonable efforts rights and benefits under each such Contract to obtain be enjoyed by the relevant consent, authorization, approval or waiverAcquired Companies to the fullest extent practicable, (iiB) the Partnership Seller shall endeavor take or cause to be taken at the Purchaser’s expense such actions in its name or otherwise as the Purchaser may reasonably request so as to provide the Purchaser or the applicable Receiving Partners Acquired Company 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 the Seller shall promptly pay over to the Purchaser all money or other consideration received by it in respect of all Nonassignable Assets, and (C) the Acquired Companies shall, as if agent for Seller and its Affiliates, pay, perform, and discharge all Liabilities arising under any such Contract and shall fully indemnify Seller and its Affiliates from all such Liabilities, except to the extent such Liabilities were caused by the gross negligence, willful misconduct, criminal act or fraudulent action or omission of the Seller or its Affiliates. (c) If the Consent contemplated in Section 5.15(a) is obtained, Seller (or its applicable Affiliate) shall assign, convey, transfer and deliver any such Nonassignable Asset had been assigned to Purchaser at no additional cost. If a Consent is not obtained despite the Receiving Partnersfull compliance by the parties hereto with the foregoing obligations, 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 Seller will be deemed to have fulfilled its Subsidiaries obligations under such Nonassignable Asset and this Agreement (iiiother than its obligation under Section 5.15(b)) with respect 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)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 transferred▇▇▇▇▇▇▇▇▇ 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(a) Nothing in this Agreement, nor the consummation of the transactions contemplated by this Agreement or the Transaction Documents (“Transactions”), any Asset, the conveyance, assignment shall be construed as an attempt or agreement to assign or transfer of which without the consent, authorization, approval any Asset (including any Assumed Contract 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 Shared Contract) to Purchaser (or the Partners thereunder relevant Subsidiary of Purchaser) which by its terms or by Law is nonassignable without a Consent (a “Nonassignable Asset”), shall not be conveyed, assigned or transferred unless and until such time as such consentConsent shall have been obtained. 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 the relevant Subsidiary of Seller) for the benefit and burden of Purchaser (or the relevant Subsidiary of Purchaser) and the covenants and obligations thereunder shall be fully performed by Purchaser (or the relevant Subsidiary of Purchaser) on Seller’s (or such Subsidiary’s) behalf and all rights and Liabilities existing thereunder shall be for Purchaser’s (or such Subsidiary’s) account. For the part avoidance of doubt, the designation of an Asset as a Nonassignable Asset does not render it an Excluded Asset. (b) To the extent permitted by applicable Law and by the terms of the Partnershipapplicable Nonassignable Asset, any of its Subsidiaries Seller and Purchaser shall take, or any of cause to be taken, such actions as the Partners. Until such consent, authorization, approval other party may reasonably request that are required to be taken 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 appropriate in order 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 burdens of the Receiving Partners, at their expense, any Nonassignable Assets. Seller shall promptly pay over to Purchaser the net amount (after expenses and Taxes) of all rights payments received by it (or such Subsidiary) in respect of the Partnership all Nonassignable Assets and Purchaser shall indemnify Seller (or such Subsidiary) for all Losses attributable to Seller’s (or such Subsidiary’s) holding of all Nonassignable Assets. (c) Nothing in this Section 2.09 shall require Seller 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 renew any Nonassignable Asset that is an Assumed Contract or a Shared Contract. In addition, Seller (or the applicable Subsidiary of Seller) shall have the right, any claim time after the nine-month anniversary of the Closing Date to exercise any right to terminate any Nonassignable Asset that is an Assumed Contract or right a Shared Contract and that is a customer contract 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 transferreda master services agreement.

Nonassignable Assets. Notwithstanding Section 8.4(h)(a) To the extent that the assignment, transfer, conveyance and/or delivery to Buyer or any Asset, of its Affiliates of any of the conveyance, assignment or transfer of which Transferred Assets is (i) not permitted without the consent, authorizationwaiver, confirmation or other 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 waiverparty, (ii) not permitted without the Partnership filing of any documents, certificates or instruments with, or the payment of any Taxes, fees or other amounts to, any Governmental Authority or (iii) prohibited by applicable Law and, in any such case, such consent, waiver, confirmation, other approval is not obtained, such filing or payment is not made or such waiver of such prohibition in compliance with Law is not obtained and cannot be overridden by the Confirmation Order or other order of the Bankruptcy Court (such Transferred Assets, the “Nonassignable Assets”), then this Agreement will not be deemed to constitute an assignment of, and an undertaking or attempt to assign, such Nonassignable Asset or any right or interest therein unless and until such consent, waiver, confirmation or other approval is obtained, such filing or payment is made or such prohibition is waived in compliance with Law. If any such consent, waiver, confirmation or other approval is not obtained, such filing or payment is not made or such waiver of such prohibition is not obtained prior to the Effective Date in respect of a Nonassignable Asset, then, solely to the extent not prohibited under applicable Law or the terms of such Nonassignable Asset, Seller and Buyer shall endeavor reasonably cooperate with each other in any lawful and feasible arrangement designed to provide the Buyer or its applicable Receiving Partners Affiliate with the benefits under each of, or under, the applicable Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners(an “Interim Arrangement”), including preserving the benefits of and enforcing enforcement for the benefit of the Receiving Partners, at their expense, Buyer or its applicable Affiliate of any and all rights of the Partnership or Seller against any of its Subsidiaries under such Nonassignable Asset and (iii) party 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 applicable Nonassignable Asset. The Receiving Partners At the request of ▇▇▇▇▇, Seller shall indemnify cooperate and assist to obtain as expeditiously as possible the Partnershipapplicable consent, its Subsidiaries and waiver, confirmation or other approval, to make the General Manager in respect applicable filing or payment and/or to obtain a waiver of any Damages suffered or incurred by prohibition under applicable Law necessary for the Partnershipassignment, 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 transfer, conveyance and/or delivery of any Nonassignable Asset to Buyer or its applicable Affiliate. (b) Buyer shall reimburse Seller for all reasonable out-of-pocket costs incurred by Seller in connection with Seller’s (i) performance of any claim or right or any benefit arising thereunder. Notwithstanding Interim Arrangement, as required by Section 8.4(h5(a), or (ii) cooperation and assistance in obtaining any consent, waiver, confirmation or other approval, making any applicable filing or payment and/or obtaining a waiver of any prohibition under applicable Law necessary for the Partnership shall not be dissolved until all Nonassignable Assets have been properly assignedassignment, conveyed and transferredtransfer, conveyance and/or delivery thereof to Buyer or its applicable Affiliate, as required by Section 5(a).

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), 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. Buye▇ ▇▇▇nowledges 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), 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), 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)(a) Schedule 2.3 (a) is a true and complete list of all Purchased Contracts, any AssetGovernmental Licenses, leases, permits, agreements, instruments or rights to Acquired Assets which is not assignable or which provides that the Seller's attempt to assign or transfer such Purchased Contract, Governmental License, lease, permit, agreement, instrument or right to Acquired Asset would result in a default of a provision of or an invalidation of such Purchased Contract, Governmental License, lease, permit, agreement, instrument or right to Acquired Asset (collectively, the conveyance"Nonassignable Assets"). (b) To the extent permissible under applicable Law, assignment or transfer the Seller shall hold the legal title and/or all of which without its rights to the consentNonassignable Assets in trust for the benefit, 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 use and enjoyment of the PartnershipBuyer, any of its Subsidiaries or their successors, and assigns, and 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 Buyer shall be deemed conveyedresponsible for all the costs associated with the benefit, assigned or transferred without further action on the part use and enjoyment of the Partnershipsame. To the extent permissible under applicable Law, any of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, Seller shall: (i) from and after the Partnership and the Partners shall use Closing Date continue to make all commercially reasonable efforts efforts, to obtain and secure any and all Consents that may be necessary to effect a valid transfer of title and/or all of its rights to the relevant consent, authorization, approval or waiver, Nonassignable Assets to the Buyer; (ii) as available from time to time, make or complete such transfers as soon as possible after the Partnership shall endeavor Closing Date; (iii) cooperate with the Buyer in any other reasonable arrangement designed to provide for 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 Buyer the benefits of and enforcing for the benefit under any of the Receiving Partners, at their expense, any and all rights of the Partnership or any of its Subsidiaries under such Nonassignable Asset Assets; and (iiiiv) do all such things relating to the extent permissible under such Nonassignable Asset, Assets as the Receiving Partners Buyer shall reasonably request. (Ac) The Seller shall be responsible for any liabilities, losses, expenses or costs which the Seller incurs in meeting or attempting to meet its 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 transferred2.3.

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), (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Asset, Transferred Asset to the conveyance, applicable Purchaser which by its terms or by any Legal Requirement is not assignable or transferable without a Consent or approval of any Governmental Authority or other third party 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, Consent or approval 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 Partners. Until such consent, authorization, approval or waiver is obtained, condition satisfied. (ib) the Partnership The Selling Companies and the Partners Purchasers, to the extent applicable, shall each use all commercially reasonable efforts to obtain as expeditiously as possible any Consent or approval that may be required and to satisfy a condition necessary to the relevant consent, authorization, approval assignment or waiver, (ii) the Partnership shall endeavor transfer of a Nonassignable Asset to provide the applicable Receiving Partners with Purchaser. (c) Unless and until any such Consent or approval that may be required is obtained or condition satisfied, to the extent permitted by applicable Legal Requirements and by the terms of the applicable Nonassignable Asset, the applicable Selling Company and the applicable Purchaser will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the applicable Purchaser under which the applicable Purchaser would obtain the claims, rights and benefits and assume the corresponding Liabilities and obligations under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving Partners(including by means of any subcontracting, including preserving the benefits of and enforcing sublicensing or subleasing arrangement) or under which such Selling Company would enforce for the benefit of the Receiving Partnersapplicable Purchaser, at their expensein respect of such Nonassignable Asset, any and all claims, 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 such Selling Company against a third party thereto; provided, that in no event shall the applicable Purchaser or such Selling Company be required to enter into 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 arrangement with respect to any Nonassignable Asset for which a Required Consent is necessary. (d) If and when the Nonassignable Assets. The Partnership and its Subsidiaries shall promptly pay to applicable Consents or approvals, the Receiving Partners when received all monies received by them in respect absence of which caused the deferral of transfer of any Nonassignable Asset or any claim or right or any benefit arising thereunder. Notwithstanding pursuant to this Section 8.4(h)2.8, are obtained, the Partnership transfer of the applicable Nonassignable Asset to the Purchaser shall not automatically and without further action be dissolved until all Nonassignable Assets have been properly assigned, conveyed effected in accordance with the terms of this Agreement and transferredthe applicable Related Agreements.

Nonassignable Assets. Notwithstanding Section 8.4(h)(a) Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign or transfer any Purchased Asset to the Buyer (i) which by its terms or by requirement of Law is not assignable or transferable without a Consent or is cancellable by a Third Party in the event of an assignment or transfer and (ii) for which such Consent has not been obtained or such requirement of Law has not been satisfied as of the Closing, any Assetunless and until such Consent shall have been obtained or such requirement of Law satisfied (as applicable) (such Purchased Assets, the conveyance, “Nonassignable Assets”). Both parties shall as promptly as practicable use their respective reasonable best efforts to obtain any Consent that may be required and satisfy any requirement of Law necessary to the 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 to the Buyer or its designees; provided that neither Buyer nor Seller shall be deemed conveyed, assigned or transferred without further action on the part of the Partnership, obligated to make any of its Subsidiaries or payments to 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 Third Parties in order to obtain any such Consent. (b) If the relevant consent, authorization, approval transfer 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 assignment of any Damages suffered Purchased Asset intended to be transferred or incurred by assigned hereunder is not consummated prior to or at the Partnership, any of its Subsidiaries or the General Manager Closing as a result of the operation failure to obtain any authorization, then the Seller shall, and shall cause its applicable member of the Seller Group to, thereafter, directly or indirectly, hold such Purchased Asset for the use and benefit of the Buyer, insofar as reasonably possible. In addition, to the extent not prohibited by applicable Law, the Seller shall take or cause to be taken such other actions as may be reasonably requested by the Buyer in order to place the Buyer, insofar as possible, in the same position as if such Purchased Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Purchased Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Purchased Asset, are to inure from and after the Closing to the Buyer. To the extent permitted by applicable Law and to the extent otherwise permissible in light of any required authorization, the Buyer shall be entitled to, and shall be responsible for, the management of any Purchased Assets not yet transferred to it as a result of this Section 8.4(i) or 2.5 and the General Manager’s responsibilities parties hereto agree to use reasonable best efforts to cooperate and coordinate with respect thereto. (c) If and when the Consents, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.5 are obtained, the transfer of the applicable Purchased Asset to the Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Documents. (d) The parties hereto further agree that, assuming as set forth in Section 2.5(b) that all or substantially all of the benefits and burdens relating to the Purchased Assets inure to the Buyer, (i) any Nonassignable Assets. Asset referred to in this Section 2.5(d) shall be treated for all income Tax purposes as assets of the Buyer and (ii) neither the Buyer nor the Seller shall take, and the Buyer and the Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest). (e) The Partnership and its Subsidiaries Seller shall promptly pay over to the Receiving Partners when received Buyer all monies payments received by them the Seller or any member of the Seller Group 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 assignedAssets, conveyed and transferredthe Seller or one or more of the Seller Group shall pay, perform or discharge, when due, any and all Liabilities arising thereunder or otherwise arising in respect thereof.

Nonassignable Assets. (a) Notwithstanding Section 8.4(h)anything to the contrary contained in this Agreement, any Asset, the conveyance, assignment or transfer if a Business Asset is not capable of which being validly assigned to Buyer 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 listed on Schedule 4.1.13(C)(1) (a “Nonassignable Asset” and each such Consent, a “Consent to Assignment” and collectively, the “Consents to Assignment”), shall not be conveyed, assigned then neither this Agreement nor any document or transferred instrument delivered pursuant to or contemplated by this Agreement will constitute an assignment thereof unless and until any such time as such consent, authorization, approval or waiver Consent to Assignment is obtained, at which time such . Seller may effect any assignment of a Nonassignable Asset shall be deemed conveyed, assigned by means of a novation if the replacement contract or transferred without further action permit is executed in a form and manner reasonably acceptable to Buyer on the part same terms and conditions as provided to Seller. (b) If any Consent to Assignment is not obtained as of the PartnershipClosing, any then Buyer and Seller will cooperate to reach a mutually agreeable arrangement under which Buyer will obtain the benefits under the Nonassignable Assets arising and relating to the period subsequent to the Closing and perform as Assumed Liabilities the obligations thereunder arising and relating to the period subsequent to the Closing in accordance with this Agreement. Seller will be responsible for continuing to deal with the other contracting party as the prime contracting party and for enforcing for the benefit of its Subsidiaries or any Buyer at Seller’s sole cost and expense (including costs of internal administration and overhead costs incurred by Seller in managing the PartnersNonassignable Assets for the benefit of Buyer), with Buyer being responsible for the performance of Seller’s obligations accruing from and after the Closing. Until such consent, authorization, approval or waiver is obtained, (i) the Partnership and the Partners Seller shall use all commercially reasonable efforts to obtain the relevant consentall such Consents to Assignment, authorization, approval or waiver, (ii) the Partnership shall endeavor to provide the applicable Receiving Partners with the benefits under each Nonassignable Asset as if cooperation of Buyer, and Seller and Buyer shall promptly execute all documents reasonably necessary to complete the transfer of such Nonassignable Asset had been assigned Assets to Buyer if and when such Consents to Assignment are obtained following the Receiving PartnersClosing; provided, including preserving the benefits of and enforcing for the benefit of the Receiving Partnershowever, at their expense, any and all rights of the Partnership that Seller may not terminate 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 modify any Nonassignable Asset or waive any claim or right or any benefit arising thereunderof the material rights of Seller thereunder without Buyer’s consent in each instance. Notwithstanding Section 8.4(h), the Partnership Seller shall not be dissolved until required to make any payments or offer or grant any accommodation (financial or otherwise) in excess of $10,000 in the aggregate for all Consents to Assignment, unless and to the extent expressly provided for in any Nonassignable Assets have been properly assignedAsset as a condition to the assignment thereof, conveyed to any Third Party to obtain any Consent to Assignment, except to the extent that Buyer agrees to reimburse and transferredmake whole Seller to its satisfaction for the amount of any such payment or other accommodation.

Nonassignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 8.4(h)6.1, to the extent that the sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset, the conveyanceincluding any Assumed Contract, assignment would result in a violation of applicable Law or transfer of which without would require the consent, authorization, approval approval, or waiver of a third party would constitute a breach or other contravention of such Asset or in Person (including any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”Governmental Authority), shall not be conveyed, assigned or transferred until such time as and such consent, authorization, approval or waiver is obtainedhas not been obtained prior to the Closing, at which time such Purchased Asset, including any such Assumed Contract (collectively, the “Nonassignable Asset shall Assets”), will not be deemed conveyedsold, assigned assigned, transferred, or transferred without further action on conveyed at the part of the Partnership, any of its Subsidiaries or any of the PartnersClosing. Until In such consent, authorization, approval or waiver is obtainedcase, (i) the Partnership beneficial interest in or to such Nonassignable Assets (collectively, the “Beneficial Rights”) will in any event pass to Buyer at the Closing; and (ii) pending such consent or approval, Buyer shall discharge the Partners Liabilities of each Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for such Seller, and such Seller shall act as ▇▇▇▇▇’s agent in the receipt of, and pay to Buyer promptly, any benefits, rights, or interest received from the Beneficial Rights. (b) Following the Closing, the Parties shall use all commercially reasonable efforts to obtain the relevant any consent, authorization, approval or waiver, (ii) or any release, substitution or amendment required to effect the Partnership legal and valid sale, transfer, or assignment of all Nonassignable Assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Nonassignable Assets. Sellers and Principals shall endeavor make or complete such transfers as soon as reasonably possible after the Closing and cooperate with Buyer in any other reasonable arrangement designed to provide the applicable Receiving Partners Buyer with the benefits under each Nonassignable Asset as if of such Nonassignable Asset had been assigned to the Receiving PartnersAssets, including preserving enforcement at the benefits of cost and enforcing for the benefit account of the Receiving Partners, at their expense, Buyer of any and all rights of any Seller or Principal against 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 other Person with respect to the any 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)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)(a) Nothing in this Agreement, nor the consummation of the transactions contemplated hereby, shall be construed as an attempt or agreement to assign or transfer any Asset, the conveyance, Asset (including any Assumed Contract) to Purchaser which by its terms or by Law is nonassignable without a Consent authorizing such 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”), unless and until such Consent shall have been obtained. However if (i) permitted by applicable Law and (ii) Seller reasonably determines that doing so will not expose Seller to any material Liability that Purchaser will not be conveyedresponsible for (it being understood that this clause (ii) shall only be for the benefit of Seller), assigned or transferred from the Closing until the applicable Consent is obtained with respect to such time as such consentNonassignable Asset, authorization, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyedheld by Seller for the benefit and burden of Purchaser and in such event the covenants and obligations thereunder shall be fully performed by Purchaser on Seller’s behalf and all rights and Liabilities arising in connection with, assigned or transferred without further action on following, the part implementation of such pass-through arrangement for such Nonassignable Asset shall be for Purchaser’s account and shall constitute Assumed Liabilities and such rights shall be exercised by Seller at Purchaser’s direction and Seller and Purchaser shall take, or cause to be taken, such actions as the Partnershipother party may reasonably request that are required to be taken or appropriate in order to provide Purchaser with the benefits and burdens of such Nonassignable Asset. For the avoidance of doubt, any the designation of its Subsidiaries or any of the Partners. Until such consent, authorization, approval or waiver is obtained, an Asset as a Nonassignable Asset does not render it an Excluded Asset. (b) If (i) Purchaser has waived the Partnership and the Partners shall use all commercially reasonable efforts condition to obtain the relevant consent, authorization, approval or waiverClosing set forth in Section 8.03(e) with respect to any Consent required under an Assumed Contract, (ii) such Consent has not been obtained by the Partnership shall endeavor to provide time the applicable Receiving Partners with the benefits under each Nonassignable Asset as if such Nonassignable Asset had been assigned to the Receiving PartnersClosing occurs, 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) Purchaser has requested that Seller nonetheless assign such Assumed Contract to Purchaser (which request can be made at any time following the extent permissible under Closing), Seller shall promptly assign such Nonassignable AssetAssumed Contract to Purchaser and, so long as Seller has theretofore used commercially reasonable efforts in accordance with Section 5.04 to obtain the Receiving Partners Consent for such assignment, Purchaser shall (A) be responsible for the obligations of the Partnership or its Subsidiaries under such Nonassignable Asset indemnify, defend and (B) act as the agent of the Partnership or its Subsidiaries in preserving the benefits of hold harmless Seller from and enforcing any and against 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 Losses incurred by the Partnership, any Seller that arise out 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 relate 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 transferredsuch assignment.

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)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)(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 Asset (including any Assigned Contract) to Buyer or a Buyer Subsidiary, as applicable, 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 Consent shall have been obtained. Seller shall advise Buyer in writing at least five Business Days prior to the Closing (a) of any Material Contract with respect to which a Consent of the counterparty is required for assignment and for which such Consent has not been obtained and (b) if Seller has received notice (whether written or oral) that any such third Person will not agree to the assignment of any Material Contract to Buyer or a Buyer Subsidiary, as such consentapplicable, authorizationhereunder at the Closing. To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, approval or waiver is obtained, at which time such Nonassignable Asset shall be deemed conveyedheld, assigned as of and from the Closing Date, by Seller for the benefit and burden of Buyer or a Buyer Subsidiary, as applicable, and the covenants and obligations thereunder shall be fully performed by Buyer or such Buyer Subsidiary, as applicable, on Seller’s behalf and all rights and Liabilities existing thereunder shall be for Buyer’s or such Buyer Subsidiary’s account, as applicable. For the avoidance of doubt, the designation of an Asset as a Nonassignable Asset does not render it an Excluded Asset. (b) To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, Seller and Buyer shall take, or cause to be taken, such actions as the other party may reasonably request that are required to be taken or appropriate in order to provide Buyer or a Buyer Subsidiary, as applicable, with the benefits and burdens of the Nonassignable Assets. Seller shall promptly pay over to Buyer or such Buyer Subsidiary, as applicable, the net amount (after de minimis reasonable administrative expenses and an adjustment for Taxes consistent with Section 1.3 placing each party as nearly as possible in the same position as if the Nonassignable Asset had been transferred without further action to Buyer or such Buyer Subsidiary, as applicable, on the part Closing Date), of all payments received by it in respect of all Nonassignable Assets and Buyer shall indemnify Seller for all Losses attributable to Seller’s holding of all Nonassignable Assets (c) The Parties shall continue after 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 Closing to use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (ii) the Partnership shall endeavor applicable Consents to provide the applicable Receiving Partners with the benefits under each assign any Nonassignable Asset as if such Nonassignable Asset had been assigned that were not obtained prior to the Receiving Partners, including preserving the benefits Closing. (d) The provisions 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 this Section 1.7 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 not apply in respect of any Damages suffered or incurred the Real Property Consents, which shall be governed 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 transferred1.8.

Nonassignable Assets. Notwithstanding Section 8.4(h), (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Asset, Purchased Asset (including any Assigned Contract) to the conveyance, Buyer which by its terms or by Legal Requirement is not assignable or transferable in accordance with this Agreement 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 accordance with this Agreement (a “Nonassignable Asset”), unless and until such Consent shall have been obtained or Legal Requirement satisfied. (b) The Companies shall use commercially reasonable efforts (at no additional third-party cost, expense or liability to the parties hereto) to obtain, as promptly as practicable, any Consent that may be required and satisfy any Legal Requirement necessary to the assignment or transfer of a Nonassignable Asset to the Buyer; provided, that the Companies shall not be conveyedrequired to commence or threaten to commence any litigation in the course of such efforts. (c) Unless and until any such Consent that may be required is obtained or Legal Requirement satisfied, assigned or transferred until such time as such consentthe Companies shall establish an arrangement reasonably satisfactory to the Buyer under which the Buyer would obtain the claims, authorization, approval or waiver is obtained, at which time rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Companies would enforce for the benefit of the Buyer, with the Buyer assuming and agreeing to pay the Companies’ obligations, any and all claims, rights and benefits of the Companies against a third party thereto. (d) The Companies shall promptly pay over to the Buyer all payments received by the Companies in respect of all Nonassignable Assets, net of any and all obligations and liabilities arising thereunder, which obligations and liabilities the Companies shall pay, perform or discharge, when due. (e) If and when any Consent is obtained after the Closing, the transfer, assignment or assumption of the Nonassignable Asset, or interest in, or liability, obligation or commitment under, the asset to which such Consent relates shall be promptly effected in accordance with the terms of this Agreement without the payment of additional costs by any party hereto and the parties hereto will execute any documents or instruments of conveyance or assumption and take any further acts which are reasonably necessary or desirable to effect the assignment of such Nonassignable Asset or interest in, or liability, obligation or commitment under, such asset. (f) Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of Sections 2.5(c) through 2.5(e) shall not apply in the case of any Nonassignable Asset that is a Delayed Transfer Asset, which shall be governed by Sections 2.5(g) through 2.5(i). (g) For any Nonassignable Asset that is (i) in the case of a Company Homebuilding Property, the neighborhood (as set forth in Exhibit C) that contains such Company Homebuilding Property, (ii) a Company’s or a Company Subsidiary’s equity interest in any Specified Entity or BHI or (iii) in the case of a Specified Entity Homebuilding Property, the equity interests of the Specified Entity that owns such Specified Entity Homebuilding Property (each of clauses (i), (ii) and (iii), a “Delayed Transfer Asset”), there shall be a corresponding reduction in the Estimated Purchase Price (and, if applicable, the Final Purchase Price) by the Delayed Transfer Reduction Amount, and such Delayed Transfer Asset shall be deemed conveyedan Excluded Asset unless and until the applicable Consent shall have been obtained or applicable Legal Requirement satisfied. (h) From and after the Closing through the six-month anniversary thereof (the date of such six-month anniversary, assigned the “Delayed Transfer End Date”), the Companies shall use commercially reasonable efforts (at no additional third-party cost, expense or transferred without further action on liability to the part of the Partnershipparties hereto) to obtain, as promptly as practicable, any Consent that may be required and satisfy any Legal Requirement necessary to the assignment or transfer of its Subsidiaries a Delayed Transfer Asset to the Buyer; provided, that the Companies shall not be required to commence or threaten to commence any litigation in the course of such efforts. If the Partners. Until Companies obtain the applicable Consent or satisfy the applicable Legal Requirement, in each case, with respect to any Delayed Transfer Asset prior to the Delayed Transfer End Date, then, upon the Buyer’s receipt of information from the Companies reasonably documenting such consent, authorization, approval Consent or waiver is obtainedLegal Requirement to the Buyer’s reasonable satisfaction, (i) the Partnership Buyer shall deliver the applicable Delayed Transfer Reduction Amount (provided, that such Delayed Transfer Reduction Amount shall be recalculated using the Book Value of such Delayed Transfer Asset as of the date of such transfer, determined in accordance with the Book Value Notes, and any dispute regarding such determination shall be governed by applying Section 3.2, mutatis mutandis) in cash by wire transfer to a bank account designated in writing by the Partners shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, Companies and (ii) the Partnership applicable Company or Company Subsidiary shall endeavor sell, transfer, assign, convey and deliver purchase such Delayed Transfer Asset to provide the Buyer in accordance with the terms and conditions of this Agreement. The parties hereto will promptly execute any documents or instruments of conveyance or assumption and take any further acts which are reasonably necessary or desirable to effect the transfer of such Delayed Transfer Asset, and such Delayed Transfer Asset shall thereafter be deemed a Purchased Asset. (i) The Buyer shall have no obligation to purchase, and the Companies and the Company Subsidiaries shall have no obligation to sell, any Delayed Transfer Asset for which the applicable Receiving Partners with Consent was not obtained or the benefits under applicable Legal Requirement was not satisfied, in each Nonassignable Asset as if such Nonassignable Asset had been assigned case, prior 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 transferredDelayed Transfer End Date.

Nonassignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 8.4(h)6.1, to the extent that the sale, assignment, transfer, conveyance, or delivery to Buyer of any Contributed Asset, the conveyanceincluding any Contributed Contract, assignment would result in a violation of applicable Law or transfer of which without would require the consent, authorization, approval approval, or waiver of a third party would constitute a breach or other contravention of such Asset or in Person (including any way adversely affect the rights of the Partnership, any of its Subsidiaries or the Partners thereunder (a “Nonassignable Asset”Governmental Authority), shall not be conveyed, assigned or transferred until such time as and such consent, authorization, approval or waiver is obtainedhas not been obtained prior to the Closing, such Contributed Asset, including any such Contributed Contract (collectively, the “Nonassignable Assets”), will not be deemed sold, assigned, transferred, or conveyed at which time the Closing. In such case, (i) the beneficial interest in or to such Nonassignable Assets (collectively, the “Beneficial Rights”) will in any event pass to Buyer at the Closing; and (ii) pending such consent or approval, Buyer shall discharge the Liabilities of Seller under such Beneficial Rights (to the extent such obligations are Contributed Liabilities) as agent for Seller, and Seller shall act as Buyer’s agent in the receipt of, and pay to Buyer promptly, any benefits, rights, or interest received from the Beneficial Rights. (b) Following the Closing, the Parties shall use commercially reasonable efforts to obtain any consent, authorization, approval, or waiver, or any release, substitution, or amendment required to effect the legal and valid sale, transfer, or assignment of all Nonassignable Assets underlying the Beneficial Rights to Buyer without any change in any of the material terms or conditions of such Nonassignable Assets. Each Seller Party shall make or complete such transfers as soon as reasonably possible after the Closing and cooperate with Buyer in any other reasonable arrangement designed to provide Buyer with the benefits of such Nonassignable Assets, including enforcement at the cost and for the account of Buyer of any and all rights of any Seller Party against the other Person with respect to any Nonassignable Assets. If an arrangement reasonably acceptable to Buyer with respect to Beneficial Rights cannot be made, then Buyer, upon written notice to Seller, shall have no obligation under this Agreement or otherwise with respect to any such Nonassignable Asset, and 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 an Excluded Asset and the Partners related Liability 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 transferreddeemed an Excluded Liability.

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 consent shall have been obtained. Seller, at its expense, shall use its reasonable best efforts to cooperate with Purchaser between the date hereof and the Closing Date and following the Closing Date in any way adversely affect endeavoring to obtain such consents promptly. To the rights extent permitted by applicable Law and the terms of the PartnershipNonassignable Assets, any of its Subsidiaries or in the Partners thereunder (a “Nonassignable Asset”), shall event consents to the assignment thereof cannot be conveyed, assigned or transferred until such time as such consent, authorization, approval or waiver is obtained, at which time such Nonassignable Asset Assets shall be deemed conveyedheld, assigned or transferred without further action on between 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 date hereof and the Partners Closing Date, and as of and from the Closing Date, by Seller in trust for Purchaser and the covenants and obligations thereunder shall use be performed by Purchaser in Seller’s name, Purchaser shall bear all commercially reasonable efforts expenses related thereto, and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or cause to obtain the relevant consent, authorization, approval be taken at Purchaser’s expense such actions in its name or waiver, (ii) the Partnership shall endeavor 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 transferred▇▇▇▇▇▇▇▇▇ 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.