Common use of Nonassignable Assets Clause in Contracts

Nonassignable Assets. (a) Notwithstanding anything in this Agreement to the contrary, but without limiting Section 5.1(c), this Agreement shall not obligate Seller to sell, transfer or assign any Asset at the Closing if the attempted sale, transfer or assignment thereof would (i) constitute a breach of any obligation of Seller or any of its Subsidiaries under any Contract (including any Repurchase Agreement) to which such Asset is subject, (ii) require Seller to pay a termination or transfer fee (however described) under any Contract, or (iii) require a Required Consent that has not been obtained as of the Closing Date (a “Nonassignable Asset”). (b) Without limiting Section 5.1(c), if, on any date after the Closing Date and through to the date that is fifteen (15) Business Days after the Closing Date, or such later date as mutually agreed by the Buyer Representative and Seller (the “Outside Purchase Date”), (i) all Required Consents required to permit the sale, transfer or assignment of a Nonassignable Asset to the applicable Buyer have been obtained, (ii) the assignment of such Nonassignable Asset to the applicable Buyer would not require Seller to pay a termination or transfer fee (however described) under a Repurchase Agreement or other Contract (or such fee has, at the sole discretion of Seller or to the extent required to comply with Section 5.1(c), been paid) and (iii) the representations and warranties set forth in Section 3.5 with respect to such Nonassignable Asset are true and correct as of such date and through and as of the date on which such Nonassignable Asset is transferred, conveyed and delivered to the applicable Buyer as though made at and as of such date (or Buyer Representative waives such condition), then Seller shall deliver written notice to the Buyer Representative specifying each such Nonassignable Asset and a closing date at least two (2) Business Days and no more than five (5) Business Days after the date of such notice for the sale, transfer or assignment of each such Nonassignable Asset to the applicable Buyer (a “Post-Closing Transfer Date”). On each Post-Closing Transfer Date, (i) Seller shall, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to each applicable Buyer all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to each Nonassignable Asset to which such Post-Closing Transfer Date relates free and clear of all Liens, (ii) subject to Section 2.6, each applicable Buyer shall pay to Seller or its applicable Subsidiary (or its designee(s)) the purchase price with respect to each such Nonassignable Asset calculated in accordance with Schedule 1, except to the extent such Nonassignable Asset was previously taken into account in the calculation of the Closing Consideration Amount, and (iii) each applicable Buyer and each of Seller or any of its applicable Subsidiaries shall deliver counterpart signature pages to a Cross-Receipt in respect of such sales, executed by a duly authorized representative of each such Buyer and Seller or its applicable Subsidiary. (c) If each Buyer stands ready, willing and able to effect the purchase of the Assets at all times during the period from and including the Closing Date through and including the Outside Purchase Date, and Seller shall have failed to transfer to Buyers, at the Closing and all Post-Closing Transfer Dates, collectively, all of the Assets, then, from and after the Outside Purchase Date, it shall not sell, transfer, assign or deliver to any other Person or otherwise dispose of any of the Nonassignable Assets without first providing Buyers with a right of first offer and right of first refusal with respect to such Nonassignable Asset; provided, however, that at such time as Seller shall have transferred to Buyers, in the aggregate on and after the Closing Date, Assets with an aggregate market value of $1.0 billion, such right of first offer and right of first refusal shall expire with respect to all remaining Nonassignable Assets on the one-hundred eightieth (180th) day following the Outside Purchase Date. For the avoidance of doubt, Seller shall have no obligations under this Section 2.3(c) in the event (x) either Buyer shall have failed to purchase any Asset when obligated pursuant to Section 2.2(a) or Section 2.3(b) or (y) Athene USA shall have failed to provide the Debt Financing when obligated pursuant to the terms and conditions of the Loan Agreement. (d) Each Buyer that is purchasing Nonassignable Assets shall provide Seller with a completed and executed U.S. Internal Revenue Service W-9.

Nonassignable Assets. (a) Notwithstanding anything Nothing in this Agreement Agreement, nor the consummation of the transactions contemplated hereby, shall be construed as an attempt or agreement to the contrary, but without limiting Section 5.1(c), this Agreement shall not obligate Seller to sell, assign or transfer or assign any Asset at the Closing if the attempted sale, transfer or assignment thereof would (i) constitute a breach of any obligation of Seller or any of its Subsidiaries under any Contract (including any Repurchase AgreementAssumed Contract or Shared Contract) to Purchaser which such Asset by its terms or by Law is subject, (ii) require Seller to pay nonassignable without a termination or transfer fee (however described) under any Contract, or (iii) require a Required Consent that has not been obtained as of the Closing Date (a “Nonassignable Asset”). (b) Without limiting Section 5.1(c), if, on any date after the Closing Date unless and through to the date that is fifteen (15) Business Days after the Closing Date, or until such later date as mutually agreed by the Buyer Representative and Seller (the “Outside Purchase Date”), (i) all Required Consents required to permit the sale, transfer or assignment of a Nonassignable Asset to the applicable Buyer Consent shall have been obtained, (ii) the assignment of such Nonassignable Asset to the applicable Buyer would not require Seller to pay a termination or transfer fee (however described) under a Repurchase Agreement or other Contract (or such fee has, at the sole discretion of Seller or to the extent required to comply with Section 5.1(c), been paid) and (iii) the representations and warranties set forth in Section 3.5 with respect to such Nonassignable Asset are true and correct as of such date and through and as of the date on which such Nonassignable Asset is transferred, conveyed and delivered to the applicable Buyer as though made at and as of such date (or Buyer Representative waives such condition), then . Seller shall deliver written notice to the Buyer Representative specifying each such Nonassignable Asset and a closing date advise Purchaser in writing at least two (2) Business Days and no more than five (5) Business Days after the date of such notice for the sale, transfer or assignment of each such Nonassignable Asset prior to the applicable Buyer Closing (a) of any Material Contract with a “Post-Closing Transfer Date”). On each Post-Closing Transfer DateMaterial Customer that in the most recent fiscal year of Seller resulted in, (i) Seller shallor is required by its terms in the future to result in, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (the payment or cause to be sold, transferred, assigned and delivered) to each applicable Buyer all receipt by the Business of Seller’s and its applicable Subsidiaries’ right, title and interest more than $100,000 per annum in and to each Nonassignable Asset to which such Post-Closing Transfer Date relates free and clear of all Liens, (ii) subject to Section 2.6, each applicable Buyer shall pay to Seller or its applicable Subsidiary (or its designee(s)) the purchase price aggregate with respect to each such Nonassignable Asset calculated in accordance with Schedule 1which a Consent of the counterparty is required for assignment and (b) if, except to the extent such Nonassignable Asset was previously taken into account in the calculation of the Closing Consideration Amount, and (iii) each applicable Buyer and each of Seller or any of its applicable Subsidiaries shall deliver counterpart signature pages to a Cross-Receipt in respect of such sales, executed by a duly authorized representative of each such Buyer and Seller or its applicable Subsidiary. (c) If each Buyer stands ready, willing and able to effect the purchase of the Assets at all times during the period from and including the Closing Date through and including the Outside Purchase Date, and Seller shall have failed to transfer to Buyers, at the Closing and all Post-Closing Transfer Dates, collectively, all of the Assets, then, from and after the Outside Purchase Date, it shall not sell, transfer, assign or deliver to any other Person or otherwise dispose Knowledge of any of the individuals listed in Part 1 of Section 1.01(a)(iv) of the Seller Disclosure Schedule, Seller has received written notice by letter, facsimile or email that such Material Customer will not agree to the assignment of any Material Contract described in clause (a) to Purchaser hereunder at the Closing. To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Assets without first providing Buyers with a right of first offer and right of first refusal with respect to Asset, such Nonassignable Asset; providedAsset shall be held, however, that at such time as Seller shall have transferred to Buyers, in the aggregate on of and after from the Closing Date, Assets with an aggregate market value by Seller (or the relevant Subsidiary of $1.0 billion, Seller) for the benefit and burden of Purchaser and the covenants and obligations thereunder shall be fully performed by Purchaser on Seller’s (or such right of first offer Subsidiary’s) behalf and right of first refusal all rights and Liabilities existing thereunder shall expire with respect to all remaining Nonassignable Assets on the one-hundred eightieth (180th) day following the Outside Purchase Datebe for Purchaser’s account. For the avoidance of doubt, Seller shall have no obligations under this Section 2.3(c) in the event (x) either Buyer shall have failed to purchase any designation of an Asset when obligated pursuant to Section 2.2(a) or Section 2.3(b) or (y) Athene USA shall have failed to provide the Debt Financing when obligated pursuant to the terms and conditions of the Loan Agreementas a Nonassignable Asset does not render it an Excluded Asset. (db) Each Buyer To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, Seller and Purchaser 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 Purchaser with the benefits and burdens of the Nonassignable Assets. Seller shall promptly pay over to Purchaser the net amount (after de minimis reasonable administrative expenses and an adjustment for Taxes placing each party as nearly as possible in the same position as if the Nonassignable Asset had been transferred to Purchaser on the Closing Date), of all payments received by it (or such Subsidiary) in respect of 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 to renew any Nonassignable Asset that is purchasing an Assumed Contract or a Shared Contract. In addition, Seller (or the applicable Subsidiary of Seller) shall have the right, any time after the six-month anniversary of the Closing Date, upon no less than 10 Business Days’ advance written notice to Purchaser, to exercise any right to terminate any Nonassignable Assets shall provide Seller with Asset that is an Assumed Contract or a completed and executed U.S. Internal Revenue Service W-9Shared Contract.

Nonassignable Assets. (a) Notwithstanding anything in this Agreement to the contrary, but without limiting Section 5.1(c), this Agreement shall not obligate Seller to sell, transfer or assign any Asset at the Closing if extent that the attempted sale, transfer or assignment thereof to Buyer of any Transferred Asset is prohibited by any Governmental Rules or would (i) require any authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained, neither this Agreement nor any document delivered pursuant hereto shall constitute a breach of any obligation of Seller or any of its Subsidiaries under any Contract (including any Repurchase Agreement) to which such Asset is subjectsale, (ii) require Seller to pay a termination assignment or transfer fee (however described) under any Contractor an attempted assignment or transfer of such Transferred Asset if the applicable authorization, approval, consent or (iii) require a Required Consent that waiver has not been obtained as of by (or does not remain in full force and effect at) the Closing Date (a “Nonassignable Asset”)Closing, unless and until such third party authorization, approval, consent or waiver is obtained, at which time such Transferred Asset shall be assumed and transferred to Buyer in accordance with the terms and conditions hereof. (b) Without limiting With respect to any such authorizations, approvals, consents, or waivers referred to in Section 5.1(c2.6(a), iffollowing the Closing, on the parties shall use their respective reasonable best efforts, and reasonably cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorizations, approval, consents or waivers, the parties shall cooperate with each other in any date after mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the Closing Date and through to the date that is fifteen (15) Business Days after the Closing Date, or such later date as mutually agreed by the Buyer Representative and Seller (the “Outside Purchase Date”), (i) all Required Consents required to permit the sale, transfer or assignment benefits of a Nonassignable Asset to the applicable Buyer have been obtained, (ii) the assignment use of such Nonassignable Asset Transferred Assets and to Seller the applicable Buyer would not require Seller benefits or - 15– [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to pay a termination or transfer fee (however described) under a Repurchase Agreement or other Contract (or such fee hasRule 24b-2 of the Securities Exchange Act of 1934, at the sole discretion of Seller or to the extent required to comply with Section 5.1(c), as amended. Confidential treatment has been paid) and (iii) the representations and warranties set forth in Section 3.5 requested with respect to such Nonassignable the omitted portions. rights that they would have obtained had the Transferred Asset are true and correct as of such date and through and as of been conveyed to Buyer at the date on which such Nonassignable Asset Closing. Once any authorization, approval, consent or waiver referred to in Section 2.6(a) is transferredobtained following Closing, conveyed and delivered to the applicable Buyer as though made at and as of such date (or Buyer Representative waives such condition), then Seller shall deliver written notice to the Buyer Representative specifying each such Nonassignable Asset and a closing date at least two (2) Business Days and no more than five (5) Business Days after the date of such notice for the sale, transfer or assignment of each such Nonassignable Asset to the applicable Buyer (a “Post-Closing Transfer Date”). On each Post-Closing Transfer Date, (i) Seller shall, and shall cause its applicable Subsidiaries to, sellassign, transfer, assign convey and deliver (or cause to be sold, transferred, assigned and delivered) to each applicable Buyer all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to each Nonassignable such Transferred Asset to which Buyer at no additional cost to Buyer (other than out of pocket fees, costs and expenses incurred by Buyer in connection with such Post-Closing Transfer Date relates free and clear of all Liens, (ii) subject to Section 2.6, each applicable Buyer shall pay to Seller or its applicable Subsidiary (or its designee(s)) the purchase price with respect to each such Nonassignable Asset calculated in accordance with Schedule 1, except to the extent such Nonassignable Asset was previously taken into account in the calculation of the Closing Consideration Amount, and (iii) each applicable Buyer and each of Seller or any of its applicable Subsidiaries shall deliver counterpart signature pages to a Cross-Receipt in respect of such sales, executed by a duly authorized representative of each such Buyer and Seller or its applicable Subsidiary. (c) If each Buyer stands ready, willing and able to effect the purchase of the Assets at all times during the period from and including the Closing Date through and including the Outside Purchase Date, and Seller shall have failed to transfer to Buyers, at the Closing and all Post-Closing Transfer Dates, collectively, all of the Assets, then, from and after the Outside Purchase Date, it shall not sellassignment, transfer, assign or deliver to any other Person or otherwise dispose of any of the Nonassignable Assets without first providing Buyers with a right of first offer conveyance and right of first refusal with respect to such Nonassignable Asset; provided, however, that at such time as Seller shall have transferred to Buyers, in the aggregate on and after the Closing Date, Assets with an aggregate market value of $1.0 billion, such right of first offer and right of first refusal shall expire with respect to all remaining Nonassignable Assets on the one-hundred eightieth (180th) day following the Outside Purchase Date. For the avoidance of doubt, Seller shall have no obligations under this Section 2.3(c) in the event (x) either Buyer shall have failed to purchase any Asset when obligated pursuant to Section 2.2(a) or Section 2.3(b) or (y) Athene USA shall have failed to provide the Debt Financing when obligated pursuant to the terms and conditions of the Loan Agreementdelivery). (d) Each Buyer that is purchasing Nonassignable Assets shall provide Seller with a completed and executed U.S. Internal Revenue Service W-9.

Nonassignable Assets. (a) Notwithstanding anything in this Agreement to the contrary, but without limiting Section 5.1(c), this Agreement shall not obligate Seller to sell, transfer or assign any Asset at the Closing if extent that the attempted sale, transfer or assignment thereof to Buyer of any Transferred Asset is prohibited by any Governmental Rules or would (i) require any authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained, neither this Agreement nor any document delivered pursuant hereto shall constitute a breach of any obligation of Seller or any of its Subsidiaries under any Contract (including any Repurchase Agreement) to which such Asset is subjectsale, (ii) require Seller to pay a termination assignment or transfer fee (however described) under any Contractor an attempted assignment or transfer of such Transferred Asset if the applicable authorization, approval, consent or (iii) require a Required Consent that waiver has not been obtained as of by (or does not remain in full force and effect at) the Closing Date (a “Nonassignable Asset”)Closing, unless and until such third party authorization, approval, consent or waiver is obtained, at which time such Transferred Asset shall be assumed and transferred to Buyer in accordance with the terms and conditions hereof. (b) Without limiting With respect to any such authorizations, approvals, consents, or waivers referred to in Section 5.1(c2.6(a), iffollowing the Closing, on the parties shall use their respective reasonable best efforts, and reasonably cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorizations, approval, consents or waivers, the parties shall cooperate with each other in any date after mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the Closing Date and through to the date that is fifteen (15) Business Days after the Closing Date, or such later date as mutually agreed by the Buyer Representative and Seller (the “Outside Purchase Date”), (i) all Required Consents required to permit the sale, transfer or assignment benefits of a Nonassignable Asset to the applicable Buyer have been obtained, (ii) the assignment use of such Nonassignable Transferred Assets and to Sellers the benefits or rights that they would have obtained had the Transferred Asset been conveyed to the applicable Buyer would not require Seller to pay a termination or transfer fee (however described) under a Repurchase Agreement or other Contract (or such fee has, at the sole discretion of Seller Closing. Once any authorization, approval, consent or waiver referred to the extent required to comply with Section 5.1(c), been paid) and (iii) the representations and warranties set forth in Section 3.5 with respect to such Nonassignable Asset are true and correct as of such date and through and as of the date on which such Nonassignable Asset 2.6(a) is transferredobtained following Closing, conveyed and delivered to the applicable Buyer as though made at and as of such date (or Buyer Representative waives such condition), then Seller Sellers shall deliver written notice to the Buyer Representative specifying each such Nonassignable Asset and a closing date at least two (2) Business Days and no more than five (5) Business Days after the date of such notice for the sale, transfer or assignment of each such Nonassignable Asset to the applicable Buyer (a “Post-Closing Transfer Date”). On each Post-Closing Transfer Date, (i) Seller shall, and shall cause its applicable Subsidiaries to, sellassign, transfer, assign convey and deliver (or cause to be sold, transferred, assigned and delivered) to each applicable Buyer all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to each Nonassignable such Transferred Asset to which Buyer at no additional cost to Buyer (other than out of pocket fees, costs and expenses incurred by Buyer in connection with such Post-Closing Transfer Date relates free and clear of all Liens, (ii) subject to Section 2.6, each applicable Buyer shall pay to Seller or its applicable Subsidiary (or its designee(s)) the purchase price with respect to each such Nonassignable Asset calculated in accordance with Schedule 1, except to the extent such Nonassignable Asset was previously taken into account in the calculation of the Closing Consideration Amount, and (iii) each applicable Buyer and each of Seller or any of its applicable Subsidiaries shall deliver counterpart signature pages to a Cross-Receipt in respect of such sales, executed by a duly authorized representative of each such Buyer and Seller or its applicable Subsidiary. (c) If each Buyer stands ready, willing and able to effect the purchase of the Assets at all times during the period from and including the Closing Date through and including the Outside Purchase Date, and Seller shall have failed to transfer to Buyers, at the Closing and all Post-Closing Transfer Dates, collectively, all of the Assets, then, from and after the Outside Purchase Date, it shall not sellassignment, transfer, assign or deliver to any other Person or otherwise dispose of any of the Nonassignable Assets without first providing Buyers with a right of first offer conveyance and right of first refusal with respect to such Nonassignable Asset; provided, however, that at such time as Seller shall have transferred to Buyers, in the aggregate on and after the Closing Date, Assets with an aggregate market value of $1.0 billion, such right of first offer and right of first refusal shall expire with respect to all remaining Nonassignable Assets on the one-hundred eightieth (180th) day following the Outside Purchase Date. For the avoidance of doubt, Seller shall have no obligations under this Section 2.3(c) in the event (x) either Buyer shall have failed to purchase any Asset when obligated pursuant to Section 2.2(a) or Section 2.3(b) or (y) Athene USA shall have failed to provide the Debt Financing when obligated pursuant to the terms and conditions of the Loan Agreementdelivery). (d) Each Buyer that is purchasing Nonassignable Assets shall provide Seller with a completed and executed U.S. Internal Revenue Service W-9.

Nonassignable Assets. (a) Notwithstanding anything in any other provision of this Agreement Agreement, with respect to the contrary, but any Purchased Asset which by its terms or by any Law is not assignable or transferable without limiting Section 5.1(c), this Agreement shall not obligate Seller to sell, transfer a consent or assign any Asset at the Closing if the attempted sale, transfer or assignment thereof would (i) constitute a breach approval of any obligation of Seller Governmental Authority or any of its Subsidiaries under any Contract (including any Repurchase Agreement) to which such Asset is subject, (ii) require Seller to pay a termination or transfer fee (however described) under any Contract, or (iii) require a Required Consent that has not been obtained as of the Closing Date other third party (a “Nonassignable Asset”), such assignment and transfer shall not be made unless and until such consent or approval shall have been obtained or condition satisfied or Buyer shall have waived in writing the requirements of this Section 2.9. (b) Without limiting Section 5.1(c), if, on The Seller and the Buyer shall each use commercially reasonable efforts to obtain as expeditiously as possible any date after the Closing Date consent or approval that may be required and through to satisfy a condition necessary to the date that is fifteen (15) Business Days after the Closing Date, assignment or such later date as mutually agreed by the Buyer Representative and Seller (the “Outside Purchase Date”), (i) all Required Consents required to permit the sale, transfer or assignment of a Nonassignable Asset to the applicable Buyer have been obtained, (ii) the assignment of such Nonassignable Asset Buyer. All filing fees and payments to the applicable Buyer would not require Seller to pay a termination or transfer fee (however described) under a Repurchase Agreement or other Contract (or such fee has, at the sole discretion of Seller or to the extent persons required to comply with Section 5.1(c), been paid) and (iii) the representations and warranties set forth in Section 3.5 with respect to obtain any such Nonassignable Asset are true and correct as of such date and through and as of the date on which such Nonassignable Asset is transferred, conveyed and delivered to the applicable Buyer as though made at and as of such date (consent or Buyer Representative waives approval or satisfying any such condition), then Seller shall deliver written notice to including any filing fees incurred in connection with the Buyer Representative specifying each such Nonassignable Asset and a closing date at least two (2) Business Days and no more than five (5) Business Days after the date of such notice for the sale, transfer or assignment of each such Nonassignable Asset to any Permit, shall be borne by the applicable Buyer (a “Post-Closing Transfer Date”). On each Post-Closing Transfer Date, (i) Seller shall, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to each applicable Buyer all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to each Nonassignable Asset to which such Post-Closing Transfer Date relates free and clear of all Liens, (ii) subject to Section 2.6, each applicable Buyer shall pay to Seller or its applicable Subsidiary (or its designee(s)) the purchase price with respect to each such Nonassignable Asset calculated in accordance with Schedule 1, except to the extent such Nonassignable Asset was previously taken into account in the calculation of the Closing Consideration Amount, and (iii) each applicable Buyer and each of Seller or any of its applicable Subsidiaries shall deliver counterpart signature pages to a Cross-Receipt in respect of such sales, executed by a duly authorized representative of each such Buyer and Seller or its applicable Subsidiary. (c) If each Buyer stands ready, willing and able to effect the purchase of the Assets at all times during the period from and including the Closing Date through and including the Outside Purchase Date, and Seller shall have failed to transfer to Buyers, at the Closing and all Post-Closing Transfer Dates, collectively, all of the Assets, then, from and after the Outside Purchase Date, it shall not sell, transfer, assign or deliver to any other Person or otherwise dispose of any of the Nonassignable Assets without first providing Buyers with a right of first offer and right of first refusal with respect to such Nonassignable Asset; provided, however, that at neither the Seller or any of the Seller’s Affiliates shall be required to expend any funds or incur any costs to enable the Buyer to meet any financial measurement test or operating requirement respecting any period following the Closing in connection with any Permit issued or to be issued by a Governmental Authority or other third party. (c) Unless and until any such time as consent or approval that may be required is obtained or condition satisfied, to the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, the Seller shall have transferred and the Buyer will cooperate and use commercially reasonable efforts to Buyersestablish an arrangement reasonably satisfactory to the Buyer under which the Buyer would obtain the claims, rights and benefits and assume the corresponding Liabilities under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Seller would enforce for the benefit of the Buyer, in the aggregate on respect of such Nonassignable Asset, any and after the Closing Dateall claims, Assets with an aggregate market value of $1.0 billion, such right of first offer rights and right of first refusal shall expire with respect to all remaining Nonassignable Assets on the one-hundred eightieth (180th) day following the Outside Purchase Date. For the avoidance of doubt, Seller shall have no obligations under this Section 2.3(c) in the event (x) either Buyer shall have failed to purchase any Asset when obligated pursuant to Section 2.2(a) or Section 2.3(b) or (y) Athene USA shall have failed to provide the Debt Financing when obligated pursuant to the terms and conditions benefits of the Loan AgreementSeller against a third party thereto. (d) Each If and when the applicable consents or approvals, the absence of which caused the deferral of transfer of any Nonassignable Asset pursuant to this Section 2.9 are obtained, the transfer of the applicable Nonassignable Asset to the Buyer that is purchasing Nonassignable Assets shall provide Seller automatically and without further action be effected in accordance with a completed the terms of this Agreement and executed U.S. Internal Revenue Service W-9the applicable Transaction Documents.

Nonassignable Assets. (a) Notwithstanding anything Nothing in this Agreement Agreement, nor the consummation of the transactions contemplated hereby, shall be construed as an attempt or agreement to the contrary, but without limiting Section 5.1(c), this Agreement shall not obligate Seller to sell, assign or transfer or assign any Transferred Asset at the Closing if the attempted sale, transfer or assignment thereof would (i) constitute a breach of any obligation of Seller or any of its Subsidiaries under any Contract (including any Repurchase AgreementAssumed Contract or any Shared Contract) to Purchaser which such Asset by its terms or by Law is subject, (ii) require Seller to pay nonassignable without a termination or transfer fee (however described) under any Contract, or (iii) require a Required Consent that has not been obtained as of the Closing Date (a “Nonassignable Asset”). , unless and until such Consent shall have been obtained. Seller shall advise Purchaser in writing at least five (5) Business Days prior to the Closing Date (a) of any Material Contract with a Material Customer with respect to which a Consent of the counterparty is required for assignment and (b) Without limiting Section 5.1(c), if, to the Knowledge of Seller, Seller has received written notice by letter, facsimile or email that such Material Customer will not agree to the assignment of any Material Contract described in clause (a) to Purchaser hereunder at the Closing. To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, such Nonassignable Asset shall be held, as of and from the Closing, by Seller (or the relevant Seller Subsidiary) for the benefit and burden of Purchaser and the covenants and obligations thereunder shall be fully performed by Purchaser on any date Seller’s (or such Seller Subsidiary’s) behalf and all rights and Liabilities existing thereunder that would constitute Assumed Liabilities shall be for Purchaser’s account. For the avoidance of doubt, the designation of a Transferred Asset as a Nonassignable Asset does not render it an Excluded Asset. Subject to Section 5.08, after the Closing Date Closing, Seller and through Purchaser will continue to use commercially reasonable efforts to obtain Consents to assignment of Nonassignable Assets and/or to remove any other impediments to the date that is fifteen (15) Business Days after the Closing Date, or such later date as mutually agreed by the Buyer Representative and Seller (the “Outside Purchase Date”), (i) all Required Consents required to permit the sale, transfer or assignment of each Nonassignable Asset or, in the case of a Vendor Shared Contract and to the extent the necessary Consent for transfer or assignment has not otherwise been obtained and Purchaser so requests, to encourage the relevant Vendor to enter into a separate Contract with Purchaser in respect of the relevant Vendor Shared Contract, and Seller will transfer or assign each Nonassignable Asset to the applicable Buyer have been obtained, (ii) the assignment of such Nonassignable Asset to the applicable Buyer would not require Seller to pay a termination or transfer fee (however described) under a Repurchase Agreement or other Contract Purchaser (or such fee has, at the sole discretion of Seller or to the extent required to comply with Section 5.1(c), been paida Subsidiary designated by it) and (iii) the representations and warranties set forth in Section 3.5 with respect to such Nonassignable Asset are true and correct as of such date and through and as of the date on which such Nonassignable Asset is transferred, conveyed and delivered to the applicable Buyer as though made at and as of such date (or Buyer Representative waives such condition), then Seller shall deliver written notice to the Buyer Representative specifying each such Nonassignable Asset and a closing date at least two (2) Business Days and no more than within five (5) Business Days after the date receipt of Consent thereto and/or removal of such notice for impediment. (b) To the sale, transfer or assignment extent permitted by applicable Law and by the terms of each such Nonassignable Asset to the applicable Buyer (a “Post-Closing Transfer Date”). On each Post-Closing Transfer DateNonassignable Asset, (i) Seller shalland Purchaser shall take, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be soldtaken, transferredat Purchaser’s expense, assigned such actions as the other party may reasonably request that are required to be taken or appropriate in order to provide Purchaser with the benefits and delivered) to each applicable Buyer all burdens of Seller’s and its applicable Subsidiaries’ rightthe Nonassignable Assets (including renewing, title and interest in and to each Nonassignable Asset to which such Post-Closing Transfer Date relates free and clear of all Liens, (ii) subject to Section 2.6, each applicable Buyer shall pay to Seller extending or its applicable Subsidiary (or its designee(s)) the purchase price with respect to each terminating any such Nonassignable Asset calculated in accordance with Schedule 1its terms), except and Seller shall promptly pay over to Purchaser the net amount (after expenses and Taxes) of all payments received by it (or a Seller Subsidiary) in respect of all Nonassignable Assets (but only to the extent such payments would constitute Transferred Assets) and Purchaser shall indemnify Seller (or a Seller Subsidiary) for all Losses attributable to Seller’s (or such Seller Subsidiary’s) holding of all Nonassignable Asset was previously taken into account in Assets (but only to the calculation of the Closing Consideration Amount, and (iii) each applicable Buyer and each of Seller or any of its applicable Subsidiaries shall deliver counterpart signature pages to a Cross-Receipt in respect of extent such sales, executed by a duly authorized representative of each such Buyer and Seller or its applicable SubsidiaryLosses would constitute Assumed Liabilities). (c) If each Buyer stands readyNotwithstanding the foregoing, willing and able to effect Seller (or the purchase applicable Seller Subsidiary) shall have the right, any time after the twelve-month anniversary of the Assets at all times during the period from and including the Closing Date through to exercise any right to terminate any Nonassignable Asset that is an Assumed Contract or a Vendor Shared Contract and including shall have the Outside Purchase Dateright, and any time after the second anniversary of the Closing Date to exercise any right to terminate any Nonassignable Asset that is a Customer Shared Contract; provided that, Seller shall have failed be entitled at any time to transfer amend or terminate any Contract that subsumes a Vendor Shared Contract to Buyers, at the Closing and all Post-Closing Transfer Dates, collectively, all of extent that Purchaser has entered into a separate Contract with the Assets, then, from and after the Outside Purchase Date, it shall not sell, transfer, assign or deliver to any other Person or otherwise dispose of any of the Nonassignable Assets without first providing Buyers with a right of first offer and right of first refusal relevant Vendor with respect to such Nonassignable AssetVendor Shared Contract; provided, however, that at such time as Seller shall have transferred to Buyersand provided further that, in the aggregate on and after the Closing Date, Assets with an aggregate market value of $1.0 billion, such right of first offer and right of first refusal shall expire with respect to all remaining Nonassignable Assets on the one-hundred eightieth (180th) day following the Outside Purchase Date. For the avoidance of doubteach case, Seller shall have no obligations under this Section 2.3(cprovide to Purchaser at least ninety (90) in the event (x) either Buyer shall have failed days prior written notice of its intention to purchase any Asset when obligated pursuant to Section 2.2(a) or Section 2.3(b) or (y) Athene USA shall have failed to provide the Debt Financing when obligated pursuant to the terms and conditions of the Loan Agreementterminate such Nonassignable Asset. (d) Each Buyer that is purchasing Nonassignable Assets shall provide Seller with a completed and executed U.S. Internal Revenue Service W-9.

Nonassignable Assets. (a) Notwithstanding anything Anything in this Agreement to the contrary, but without limiting Section 5.1(c)contrary notwithstanding, this Agreement shall not obligate Seller constitute an Agreement to sell, transfer assign, transfer, convey or assign sublease any Asset at the Closing Acquired Asset, including any Permit and any Assigned Contract, if the an attempted sale, transfer assignment, transfer, conveyance or assignment sublease thereof without the Consent of another Person or Persons would (i) constitute a breach of of, or in any obligation way affect the rights of Seller or Buyer with respect to, such Acquired Asset (any of its Subsidiaries under any Contract (including any Repurchase Agreement) such Acquired Asset being referred to which such Asset is subject, (ii) require Seller to pay as a termination or transfer fee (however described) under any Contract, or (iii) require a Required Consent that has not been obtained as of the Closing Date (a “"Nonassignable Asset”"). (b) Without limiting Section 5.1(c. Except as set forth on Schedule 1.3(a), ifSeller shall use its reasonable efforts, on any date after the Closing Date and through Buyer shall cooperate with Seller in all reasonable respects, to the date that is fifteen (15) Business Days after the Closing Date, or such later date as mutually agreed by the Buyer Representative obtain and Seller (the “Outside Purchase Date”), (i) satisfy all Required Consents required and to permit the resolve all impracticalities of sale, transfer or assignment of a Nonassignable Asset to the applicable Buyer have been obtained, (ii) the assignment of such Nonassignable Asset to the applicable Buyer would not require Seller to pay a termination or transfer fee (however described) under a Repurchase Agreement or other Contract (or such fee has, at the sole discretion of Seller or to the extent required to comply with Section 5.1(c), been paid) and (iii) the representations and warranties set forth in Section 3.5 with respect to such Nonassignable Asset are true and correct as of such date and through and as of the date on which such Nonassignable Asset is transferred, conveyed and delivered to the applicable Buyer as though made at and as of such date (or Buyer Representative waives such condition), then Seller shall deliver written notice to the Buyer Representative specifying each such Nonassignable Asset and a closing date at least two (2) Business Days and no more than five (5) Business Days after the date of such notice for the sale, transfer or assignment of each such Nonassignable Asset to the applicable Buyer (a “Post-Closing Transfer Date”). On each Post-Closing Transfer Date, (i) Seller shall, and shall cause its applicable Subsidiaries to, sellassignment, transfer, assign conveyance or sublease necessary to sell, assign, transfer, convey or sublease any and deliver all Nonassignable Assets (or cause to be sold, transferred, assigned and deliveredany interest therein) to each applicable Buyer all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to each Nonassignable Asset to which such Post-Closing Transfer Date relates free and clear of all Liens, (ii) subject to Section 2.6, each applicable Buyer shall pay to Seller or its applicable Subsidiary (or its designee(s)) the purchase price with respect to each such Nonassignable Asset calculated in accordance with Schedule 1, except to the extent such Nonassignable Asset was previously taken into account in the calculation of the Closing Consideration Amount, and this Agreement (iii) each applicable Buyer and each of Seller or any of its applicable Subsidiaries shall deliver counterpart signature pages to a Cross-Receipt in respect of such sales, executed by a duly authorized representative of each such Buyer and Seller or its applicable Subsidiary. (c) If each Buyer stands ready, willing and able to effect the purchase of the Assets at all times during the period from and including the Closing Date through and including the Outside Purchase Date, and Seller shall have failed to transfer to Buyers, at the Closing and all Post-Closing Transfer Dates, collectively, all of the Assets, then, from and after the Outside Purchase Date, it shall not sell, transfer, assign or deliver to any other Person or otherwise dispose of any of the Nonassignable Assets without first providing Buyers with a right of first offer and right of first refusal with respect to such Nonassignable Asset; providedbeing understood, however, that at such time as Seller shall not be required to pay any fees or other sums of money to obtain such Consents, except any such fees and other sums of money as shall have transferred to Buyers, become due and payable in the aggregate on and after ordinary course of business prior to the Closing Date). If any such Consents are not obtained and satisfied or if an attempted sale, Assets with an aggregate market value assignment, transfer, conveyance or sublease would be ineffective, Seller and any appropriate Affiliate or Affiliates of $1.0 billion, Seller shall at the Closing enter into such right arrangements (including related written agreements) as Buyer may reasonably request in order to provide to Buyer the benefit of first offer any and right of first refusal shall expire with respect to all remaining such Nonassignable Assets (it being understood that any such arrangement may include obligations imposed on the one-hundred eightieth (180th) day following the Outside Purchase Date. For the avoidance Seller and any such Affiliate or Affiliates to promptly pay to Buyer when received all monies and other items of doubt, value received by Seller shall have no obligations and any of such Affiliates under this Section 2.3(c) in the event (x) either Buyer shall have failed to purchase any Asset when obligated pursuant to Section 2.2(a) or Section 2.3(b) or (y) Athene USA shall have failed to provide the Debt Financing when obligated pursuant to the terms and conditions of the Loan Agreementall such Nonassignable Assets). (d) Each Buyer that is purchasing Nonassignable Assets shall provide Seller with a completed and executed U.S. Internal Revenue Service W-9.