Common use of Restricted Assets Clause in Contracts

Restricted Assets. Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any asset, claim, right or benefit the assignment or transfer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the Closing, (i) Parent shall continue, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such consent or approval and (ii) to the extent practicable, the Buyer and Parent agree to negotiate in good faith with respect to alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Asset; provided that Buyer shall pay or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in this Section 2(d) shall be deemed a waiver by Buyer to receive an effective assignment of the Acquired Assets upon the receipt of any such consent or approval nor shall any of the Restricted Assets be deemed Excluded Assets for any other purposes hereunder.

Restricted Assets. Notwithstanding any other provision (1) Nothing in this Agreement or in any document delivered contemporaneously with the execution of this Agreement by the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the contraryPurchaser without first obtaining the Approvals necessary to sell, this Agreement transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall not constitute an agreement sell, transfer, convey or assign any Restricted Asset to assign or transfer any interest in any assetthe Purchaser when that sale, claimtransfer, right or benefit the assignment or transfer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention of the rights of such third partyconveyance, or affect adversely the rights of any Party assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of assign a Restricted Asset to the Purchaser are obtained: (a) the Vendor shall be made subject apply for and use its best efforts to such consent or approval being obtained. If any such consent or approval obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; (b) if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to the Closing, (i) Parent shall continuethe Vendor shall, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such consent or approval and (ii) to the extent practicablepermitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); (c) at the Purchaser’s request, the Buyer Vendor shall take all actions and Parent agree do, or cause to negotiate be done, all such things in good faith its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reasonable and lawful arrangement designed to provide the benefit of any Restricted Asset to the Purchaser; (d) the Vendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, including the right to alternative arrangements elect to terminate in accordance with the terms of the Restricted Asset at the direction and expense of the Purchaser; (e) at the Purchaser’s request, the Vendor shall take all actions and do, or cause to be done, all such things so as a license, sublease to preserve the value of the Restricted Asset for benefit of the Purchaser; and (f) the Vendor shall promptly pay over or operating agreementdeliver to the Purchaser all moneys or other consideration paid to or received by the Vendor in respect of all Restricted Assets. (3) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Asset; provided that Buyer shall pay or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in this Section 2(d) shall be deemed 2.2 constitutes a waiver by Buyer to receive an effective assignment of any right of the Acquired Assets upon the receipt of any such consent or approval nor shall any Purchaser to require delivery of the Restricted Assets be deemed Excluded Assets for any other purposes hereunderApprovals on the Closing Date pursuant to Section 4.1(1)(d).

Restricted Assets. Notwithstanding Prior to and after the Closing, the DataVoN Sellers and Buyer shall use their respective best efforts to obtain the Approval of any other provision third party that is required in this Agreement connection with the transfer of the Restricted Assets as listed on Schedule 1.1(c), and upon receipt of such Approval such Restricted Assets shall, without any further consideration or action of the parties, be deemed to be contributed, conveyed, granted, assigned and transferred to Buyer and shall thereafter constitute part of the contraryTransferred Assets as if they had been so sold, conveyed, granted, assigned and transferred as of the Closing Date. If for any reason any Restricted Asset cannot be transferred to Buyer, as a result of the inability to obtain a required consent or otherwise, this Agreement shall not constitute an agreement equitable assignment by each DataVoN Seller to assign or transfer any Buyer of all of such DataVoN Seller's rights, benefits, title and interest in any assetand to such Restricted Assets, claim, right or benefit and the assignment or transfer Buyer and the DataVoN Sellers shall use their respective best efforts to give Buyer benefits of which is otherwise contemplated by this Agreement such Restricted Asset as if such assignment or transfer (or attempt it had been transferred to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention Buyer as of the rights of such third partyClosing Date, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is including, but not obtained prior to the Closinglimited to, (i) Parent shall continueBuyer's receiving all economic benefits of such Restricted Assets, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such consent or approval and (ii) to the extent practicable, the Buyer and Parent agree to negotiate in good faith with respect to alternative arrangements (such as Buyer's enforcing any rights of a license, sublease or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens DataVoN Seller arising with respect to any such Restricted Assets (including, without limitation, the right to terminate in accordance with the terms thereof upon the advice of such DataVoN Seller), and (iii) Buyer's enforcing any rights arising with respect to such Restricted Assets as if they had been sold, conveyed, assigned or transferred to Buyer. Each DataVoN Seller hereby agrees that in the event of the transfer or assignment of any Restricted Asset; provided that Buyer , the transferee or assignee thereof shall pay agree, as a condition to such transfer or satisfy all assignment, to be bound by the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in terms of this Section 2(d) shall be deemed a waiver by Buyer to receive an effective assignment of the Acquired Assets upon the receipt of any such consent or approval nor shall any of the Restricted Assets be deemed Excluded Assets for any other purposes hereunder1.1(c).

Restricted Assets. Notwithstanding any other provision in this Agreement to The Sellers shall use all reasonable efforts, and the contrary, this Agreement Buyer shall not constitute an agreement to assign or transfer any interest in any asset, claim, right or benefit cooperate reasonably with the assignment or transfer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the ClosingSellers, (i) Parent shall continueto promptly obtain the consents and waivers necessary to convey or cause to be conveyed to the Buyer all of the Restricted Assets, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such consent or approval and (ii) as of and subject to the extent practicableoccurrence of each Closing, to promptly convey or cause to be conveyed to the Buyer the Restricted Assets to be conveyed to the Buyer at such Closing for which the Sellers have received the necessary consents and Parent agree waivers; provided, however, that the Sellers shall not amend or change any Restricted Asset without the prior written consent of the Buyer unless the Sellers reasonably deem it necessary to negotiate preserve the value of the Restricted Asset. The Sellers shall cooperate with the Buyer in good faith with respect making applications and filings or taking any other action necessary for the Buyer to alternative arrangements (obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a license, sublease matter of law. In no event shall the Buyer's cooperation hereunder require the Buyer to make any payments or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect to incur any such Restricted Asset; provided that Buyer shall pay or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection except that the Buyer shall reimburse the Sellers on an equitable basis for any consideration paid, with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in this Section 2(d) shall be deemed a waiver by Buyer to receive an effective assignment the prior approval of the Acquired Assets upon the receipt of Buyer, to any such person from whom a consent or approval nor shall waiver is requested. To the extent that the consents and waivers necessary to assign, transfer, sublease or sublicense any of the Restricted Assets are not obtained, the Sellers shall, during the period commencing on the U.S. Closing Date (or, in the case of Restricted Assets held by BC France, the France Closing Date) and continuing for the duration of each such Restricted Asset, use reasonable efforts to (i) provide to the Buyer the benefits of any such Restricted Asset not assigned, transferred or subleased due to the Sellers' failure or inability to obtain such consent or waiver, (ii) cooperate with the Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to the Buyer during such period, and (iii) enforce at the request of the Buyer, or allow the Buyer to enforce (and, for such purpose, each Seller hereby constitutes and appoints the Buyer as its true and lawful attorney-in-fact), any rights of any of the Sellers under any PAGE such Restricted Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of the Buyer); provided, however, that the reasonable costs and expenses of the Sellers incurred at the Buyer's request with respect to any of the actions contemplated under clause (iii) above shall be promptly paid or reimbursed by the Buyer to the Sellers. At the end of each such period, the Sellers shall have no further duties or obligations under this Section 2.10 with respect to such Restricted Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall not constitute a breach of this Agreement so long as the Sellers have carried out their obligations under this Section 2.10. To the extent that the Buyer is provided the benefits of any Restricted Asset pursuant to clause (b) of this Section 2.10, the Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of the applicable Seller thereunder or in connection therewith, but only to the extent that (i) such action by the Buyer would not result in any default thereunder or in connection therewith and (ii) such obligation would have been an Assumed Liability but for the non-assignability or non-transferability thereof; provided, however, that if the Buyer shall fail to perform to the extent required herein, the Sellers shall thereafter cease to be obligated under this Section 2.10 to provide the Buyer with any benefits in respect of the Restricted Asset which is the subject of such failure to perform unless and until such situation is remedied or, at the sole option of the applicable Seller, the Buyer shall promptly pay or reimburse such Seller for all costs reasonably incurred by such Seller to remedy such failure to perform during such period of failure of performance. Sellers' Representative. In order to efficiently administer the transactions contemplated hereby, including (i) the determination of any adjustment to the Purchase Price pursuant to Section 2.6, (ii) the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated hereby, and (iii) the defense and/or settlement of any claims for which any of the Sellers may be required to indemnify or reimburse the Buyer pursuant to the Escrow Agreement, the BC France Escrow Agreement or Article VIII below, the Sellers hereby designate Black ▇▇▇▇▇▇▇ as their representative (the "Sellers' Representative"). The Sellers hereby authorize the Sellers' Representative (i) to make all decisions relating to the determination of any PAGE adjustment to the Purchase Price pursuant to Section 2.6 and the delivery of all or any portion of the Escrow Fund with respect thereto, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which any of the Sellers may be required to indemnify the Buyer pursuant to Article VIII below, (iii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the BC France Escrow Agreement, (iv) to waive compliance with any of the terms of this Agreement, the Escrow Agreement or the BC France Escrow Agreement, and (v) to take any and all additional action as is contemplated to be taken by or on behalf of any or all of the Sellers by the terms of this Agreement, the Escrow Agreement and/or the BC France Escrow Agreement. In the event that the Sellers' Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the remaining Sellers shall select another representative to fill such vacancy and such substituted representative shall be deemed Excluded Assets to be the Sellers' Representative for all purposes of this Agreement and the documents delivered pursuant hereto; provided, however, that if the remaining Sellers shall fail to select another representative within ten business days following the event giving rise to such vacancy, the Buyer may select one of the remaining Sellers to fill such vacancy. All decisions and actions by the Sellers' Representative, including without limitation any agreement between the Sellers' Representative and the Buyer relating to the determination of any adjustment to the Purchase Price pursuant to Section 2.6 and the defense or settlement of any claims for which any of the Sellers may be required to indemnify the Buyer pursuant to Article VIII below, shall be binding upon all of the Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. By its execution of this Agreement, each Seller agrees that: the Buyer shall be able to rely conclusively on the instructions and decisions of the Sellers' Representative as to the determination of any adjustment to the Purchase Price pursuant to Section 2.6, the settlement of any claims for indemnification by the Buyer pursuant to Article VIII below or any other actions required or permitted to be taken by the Sellers' Representative hereunder or under the Escrow Agreement or the BC France Escrow Agreement, and no party hereunder shall have any cause of action against the Buyer to the extent the Buyer has relied upon the instructions or decisions of the Sellers' Representative; PAGE all actions, decisions and instructions of the Sellers' Representative shall be conclusive and binding upon all of the Sellers and no Seller shall have any cause of action against the Sellers' Representative for any other purposes action taken, decision made or instruction given by the Sellers' Representative under this Agreement, except for fraud or willful breach of this Agreement by the Sellers' Representative; the provisions of this Section 2.11 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement; remedies available at law for any breach of the provisions of this Section 2.11 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 2.11; and the provisions of this Section 2.11 shall be binding upon the representatives, successors and assigns of each Seller, and any references in this Agreement to a Seller or the Sellers shall mean and include the successors to the Seller's rights hereunder, whether pursuant to operation of law or otherwise. All fees and expenses incurred by the Sellers' Representative shall be paid by the Sellers.

Restricted Assets. Notwithstanding any other provision in this Agreement to (a) Seller shall, and shall cause the contraryCompany and the Asset Sellers (collectively, this Agreement the "PE Group") to, use all reasonable efforts, and Buyer shall not constitute an agreement to assign or transfer any interest in any asset, claim, right or benefit cooperate reasonably with the assignment or transfer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the ClosingPE Group, (i) Parent to promptly obtain the consents and waivers necessary to convey or cause to be conveyed to Buyer all of the Restricted Assets (which for purposes of this Section 2.5 shall continueinclude the capital stock of the Transferred Subsidiaries), upon request and (ii) as of and subject to the occurrence of the Closing, to convey or cause to be conveyed to Buyer the Restricted Assets for which the Company received the necessary consents and waivers; provided, however, that Seller shall not, and shall cause the PE Group not to, amend or change any Restricted Asset without the prior written consent of Buyer unless Seller reasonably deems it necessary to preserve the value of the Restricted Asset. Seller shall, and shall cause the PE Group to, cooperate with Buyer in making applications and filings or taking any other action necessary for Buyer to obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a matter of law. In no event shall Buyer's cooperation hereunder require Buyer to make any payments or incur any out-of- pocket expenses, except that Buyer shall reimburse Seller for any consideration paid, with the prior approval of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such Person from whom a consent or approval and waiver is requested. (iib) to To the extent practicablethat the consents and waivers necessary to assign, the Buyer and Parent agree to negotiate in good faith with respect to alternative arrangements (such as a licensetransfer, sublease or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Asset; provided that Buyer shall pay or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in this Section 2(d) shall be deemed a waiver by Buyer to receive an effective assignment of the Acquired Assets upon the receipt of any such consent or approval nor shall sublicense any of the Restricted Assets be deemed Excluded are not obtained, Seller shall, commencing on the Closing Date and continuing for the duration thereof or until such time as any Restricted Assets have been transferred to Buyer pursuant to Section 2.5(d) or otherwise disposed of in accordance with Section 2.5(e), use all reasonable efforts to (i) provide to Buyer the benefits of any such Restricted Asset not assigned, transferred or subleased due to Seller's or the PE Group's failure or inability to obtain such consent or waiver, and manage and operate the Restricted Assets for the benefit and account of Buyer, with all gains, income, losses, Taxes or other items generated thereby to be for the account of Buyer, (ii) cooperate with Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during such period and (iii) enforce at the request of Buyer, or allow Buyer to enforce, any rights of the PE Group under any such Restricted Asset against the issuer thereof or the other purposes hereunderparty or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of Buyer); provided, however, that the reasonable costs and expenses of the PE Group (including reasonable professional fees and expenses) incurred at Buyer's request with respect to any of the actions contemplated under (iii) above shall be promptly paid or reimbursed by Buyer to Seller. Upon the transfer or disposition or termination of any Restricted Asset, the PE Group shall have no further duties or obligations under this Section 2.5 with respect to such Restricted Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall not be a breach of this Agreement so long as the Asset Sellers have carried out their obligations under this Section 2.5. Prior thereto and subject to applicable law and regulations (including, without limitation, all laws and regulations requiring investment approvals or consents or anti-monopoly clearances, exemptions or waivers in connection with any disposition of the Restricted Assets, and all exchange controls and laws concerning foreign corrupt practices, expatriation of funds or otherwise), the PE Group shall, in respect of any Restricted Assets, use all reasonable efforts to follow and implement the reasonable written instructions and policies of Buyer relating to the holding, management and operation of the Restricted Assets. (c) To the extent that Buyer is provided the benefits of any Restricted Asset pursuant to clause (b) of this Section 2.5, Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of any member of the PE Group thereunder or in connection therewith, but only to the extent that (i) such action by Buyer would not result in any default thereunder or in connection therewith and

Restricted Assets. Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any no asset, claim, right or benefit benefit, the assignment or transfer of which is otherwise contemplated by this Agreement (or any Transaction Document), other than any Shared Contracts or any rights or benefits to be assigned or transferred to Purchaser thereunder, which are addressed in Section 6.9, shall be assigned or transferred if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach breach, violation or other contravention of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder party (such assets assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”); and any assignment ) until such consent or transfer of a approval is obtained, at which time such Restricted Asset shall be made subject to automatically assigned or transferred. The Seller shall be solely responsible for and shall pay any and all costs and fees associated with obtaining such consent or approval being obtainedapproval. If any such consent or approval is not obtained prior to the Closing, then until the earliest date when (a) such consent or approval is obtained, (b) the earlier termination or expiration of the then-current term of such Restricted Asset and (c) [***] months following the Closing Date: (i) Parent shall continuethe Seller shall, beginning on the Closing Date (x) upon request of BuyerPurchaser, continue to use its commercially reasonable best efforts to cooperate coordinate with Buyer Purchaser in attempting to obtain any such consent or approval and (y) endeavor to provide Purchaser with the benefits under each Restricted Asset as if such Restricted Asset had been assigned to Purchaser (including by means of any licensing, operating, subcontracting, sublicensing or subleasing arrangement), if the same is permitted under the ACTIVE/123404471.12 applicable Restricted Asset and (ii) for the avoidance of doubt, Purchaser shall pay, perform or otherwise discharge all of the covenants and obligations of the Seller pursuant to each such Restricted Asset (in accordance with the respective terms and subject to the extent practicablerespective conditions thereof); provided, however, that Purchaser shall use its commercially reasonable efforts to assist and cooperate with the Buyer and Parent agree to negotiate Seller in good faith with respect to alternative arrangements (such as a licenseconnection therewith; and, sublease provided, further, that none of Seller or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or any its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect shall be required to pay money to any Third Party (unless such Restricted Asset; provided that Buyer shall pay amounts are agreed to be reimbursed by Purchaser), commence any litigation or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent offer or its Affiliates grant any material accommodation (financial or otherwise) to any Third Party in connection with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in this Section 2(d) shall be deemed a waiver by Buyer to receive an effective assignment of the Acquired Assets upon the receipt of any such consent or approval nor shall any of the Restricted Assets be deemed Excluded Assets for any other purposes hereunderefforts.

Restricted Assets. Notwithstanding any other provision in this Agreement to (a) The Sellers shall use all reasonable efforts, and the contrary, this Agreement Buyer shall not constitute an agreement to assign or transfer any interest in any asset, claim, right or benefit cooperate reasonably with the assignment or transfer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the ClosingSellers, (i) Parent shall continueto promptly obtain the consents and waivers necessary to convey or cause to be conveyed to the Buyer all of the Restricted Assets, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such consent or approval and (ii) as of and subject to the extent practicableoccurrence of the Closing, to promptly convey or cause to be conveyed to the Buyer the Restricted Assets for which the Sellers have received the necessary consents and Parent agree waivers; provided, however, that the Sellers shall not amend or change any Restricted Asset without the prior written consent of the Buyer unless the Sellers reasonably deem it necessary to negotiate preserve the value of the Restricted Asset. The Sellers shall cooperate with the Buyer in good faith with respect making applications and filings or taking any other action necessary for the Buyer to alternative arrangements (obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a license, sublease matter of law. In no event shall the Buyer's cooperation hereunder require the Buyer to make any payments or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect to incur any such Restricted Asset; provided that Buyer shall pay or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent except that the Buyer shall reimburse the Sellers on an equitable basis for any consideration paid, with the prior approval of the Buyer, to any person from whom a consent or its Affiliates waiver is requested. In no event shall either Seller be required to make any payments or incur any out-of-pocket expenses in connection with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in performing its obligations under this Section 2(d2.9 relating to any client services agreement. (b) shall be deemed a waiver by Buyer To the extent that the consents and waivers necessary to receive an effective assignment of the Acquired Assets upon the receipt of any such consent assign, transfer sublease or approval nor shall sublicense any of the Restricted Assets are not obtained, the Sellers shall, commencing on the Closing Date and continuing for the duration of each such Restricted Asset, use reasonable efforts to (i) provide to the Buyer the benefits of any such Restricted Asset not assigned, transferred or subleased due to the failure or inability of either Seller to obtain such consent or waiver, (ii) cooperate with the Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to the Buyer during such period, and (iii) enforce at the request of the Buyer, or allow the Buyer to enforce (and, for such purpose, each Seller hereby constitutes and appoints the Buyer as its true and lawful attorney-in-fact), any rights of either Seller under any such Restricted Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of the Buyer); provided, however, that the reasonable costs and expenses of either Seller incurred at the Buyer's request with respect to any of the actions contemplated under clause (iii) above shall be deemed Excluded Assets promptly paid or reimbursed by the Buyer to Renaissance. At the end of each such period, neither Seller shall have any further duties or obligations under this Section 2.9 with respect to such Restricted Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall not be a breach of this Agreement so long as such Seller has carried out its obligations under this Section 2.9. (c) To the extent that the Buyer is provided the benefits of any Restricted Asset pursuant to clause (b) of this Section 2.9, the Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of either Seller thereunder or in connection therewith, but only to the extent that (i) such action by the Buyer would not result in any other purposes hereunderdefault thereunder or in connection therewith and (ii) such obligation would have been an Assumed Liability but for the non-assignability or non- transferability thereof; provided, however, that if the Buyer shall fail to perform to the extent required herein, the applicable Seller shall thereafter cease to be obligated under this Section 2.9 to provide the Buyer with any benefits in respect of the Restricted Asset which is the subject of such failure to perform unless and until such situation is remedied or, at the sole option of the applicable Seller, the Buyer shall promptly pay or reimburse such Seller for all costs reasonably incurred by such Seller to remedy such failure to perform during such period of failure of performance.

Restricted Assets. Notwithstanding any other provision anything to the contrary contained in this Agreement Agreement, if the Transfer to Purchaser of any Transferred Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the contraryClosing Date (each, a “Restricted Asset”), this Agreement shall not require or constitute an agreement to assign or transfer any interest in any asseta Transfer of such Restricted Asset unless and until such authorization, claimapproval, right or benefit the assignment or transfer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of waiver is obtained and Seller shall have no liability for failure to Transfer such Restricted Assets on the Closing Date. The Seller shall, and shall cause its Affiliates to use commercially reasonable efforts, at the Seller’s expense, to obtain the authorizations, approvals, consents or waivers from a third party would constitute a breach or other contravention of Person in order to Transfer to Purchaser all Restricted Assets and, pending such Transfer, to ensure that Purchaser shall receive the rights benefits, including economic benefits, of such third party, or affect adversely Restricted Assets accruing after the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); Effective Time and any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the Closing, (i) Parent shall continue, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such consent or approval and (ii) to the extent practicablethat Seller receives such benefits, Purchaser shall assume and discharge the liabilities accruing after the Effective Time corresponding to such economic benefits received. Once authorization, approval or waiver of or consent for the Transfer of any Restricted Asset is obtained, the Buyer and Parent agree to negotiate in good faith with respect to alternative arrangements (such as a licenseSeller shall, sublease or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or shall cause its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any Transfer such Restricted Asset; provided that Buyer shall pay or satisfy all Asset to the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection with any such alternative arrangements; provided further that Parent shall have Purchaser at no obligation additional cost to pay money or make any concessions to obtain consents. Nothing in this Section 2(d) shall be deemed a waiver by Buyer to receive an effective assignment of the Acquired Assets upon the receipt of any such consent or approval nor shall any of the Restricted Assets be deemed Excluded Assets for any other purposes hereunderPurchaser.

Restricted Assets. Notwithstanding any other provision (1) Nothing in this Agreement or in any document delivered contemporaneously with the execution of this Agreement by the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the contraryPurchaser without first obtaining the Approvals necessary to sell, this Agreement transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall not constitute an agreement sell, transfer, convey or assign any Restricted Asset to assign or transfer any interest in any assetthe Purchaser when that sale, claimtransfer, right or benefit the assignment or transfer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention of the rights of such third partyconveyance, or affect adversely the rights of any Party assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of assign a Restricted Asset to the Purchaser are obtained: the Vendor shall be made subject apply for and use its best efforts to such consent or approval being obtained. If any such consent or approval obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to the Closing, (i) Parent shall continuethe Vendor shall, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such consent or approval and (ii) to the extent practicablepermitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); at the Purchaser's request, the Buyer Vendor shall take all actions and Parent agree do, or cause to negotiate be done, all such things in good faith its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reasonable and lawful arrangement designed to provide the benefit of any Restricted Asset to the Purchaser; the Vendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, including the right to alternative arrangements elect to terminate in accordance with the terms of the Restricted Asset at the direction and expense of the Purchaser; at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor shall promptly pay over or deliver to the Purchaser all moneys or other consideration paid to or received by the Vendor in respect of all Restricted Assets. (such as a license, sublease or operating agreement3) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Asset; provided that Buyer shall pay or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in this Section 2(d) shall be deemed 2.2 constitutes a waiver by Buyer to receive an effective assignment of any right of the Acquired Assets upon the receipt of any such consent or approval nor shall any Purchaser to require delivery of the Restricted Assets be deemed Excluded Assets for any other purposes hereunderApprovals on the Closing Date pursuant to Section 4.1(1)(d).

Restricted Assets. Notwithstanding (a) Buyer and Seller acknowledge that there are certain of Seller's Material Contracts, licenses, leases, permits, rights or other agreements or commitments which are not capable of being validly assigned, transferred or subleased without the consent or waiver of the issuer thereof or the other party thereto or a third person (including a government or governmental unit), or with respect to which such assignment, transfer or sublease or attempted assignment, transfer or sublease could constitute a breach thereof or a violation of a law, decree, order, regulation or other governmental edict (any other provision in this Agreement such item is hereinafter referred to as a "Restricted Asset"). The receipt of the contrarynecessary consents and waivers for the assignment, transfer or sublease of the Restricted Assets is not a condition precedent to Buyer's obligations hereunder. If the necessary consents and waivers with respect to any Restricted Asset are not received on or before the Closing Date, this Agreement shall not constitute an agreement assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof; PROVIDED, HOWEVER, to the extent Seller may do so without incurring any liability whatsoever, Seller shall assign or transfer any interest in any assetand Buyer shall assume the beneficial ownership and all rights and obligations under the Restricted Assets so Buyer can enjoy the practical benefits of such assets until they can be legally assigned by Seller and assumed by Buyer. (b) Buyer, claimat its option, right or benefit may use reasonable efforts, and Seller shall cooperate with Buyer (i) to obtain the assignment or transfer consents and waivers and other agreements necessary to convey to Buyer such of which is otherwise contemplated by this Agreement the Restricted Assets as Buyer may desire, and (ii) if such assignment or transfer (or attempt consents, waivers and other agreements are obtained subsequent to make such an assignment or transfer) without Closing, to promptly convey to Buyer the Restricted Assets for which the necessary consents and waivers have been received; PROVIDED, HOWEVER, that any consideration paid therefor to the person from whom the consent or approval of a third party would constitute a breach or other contravention of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of a Restricted Asset waiver is requested shall be made subject borne by Buyer. (c) To the extent that the consents and waivers necessary to such consent assign, transfer or approval being sublease the Restricted Assets are not obtained. If , Seller shall, during the six (6) month period commencing with the Closing Date (but, as to any such consent or approval is not obtained prior particular Restricted Asset, for the current term thereof only), use reasonable efforts to the Closing, (i) Parent shall continueprovide to Buyer the benefits of the Restricted Asset not assigned, upon transferred or subleased, (ii) cooperate with Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during the six (6) month period commencing on the Closing Date, and (iii) enforce, at the request of Buyer, any rights of Seller under any Restricted Asset, against the issuer thereof or the other party or parties thereto (including the right to use its reasonable best efforts elect to cooperate terminate such of the foregoing in accordance with Buyer in attempting to obtain any such consent or approval the terms thereof upon the advice of Buyer); PROVIDED, HOWEVER, that all costs and (ii) to the extent practicable, the Buyer and Parent agree to negotiate in good faith with respect to alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens expenses of Seller incurred with respect to any of the actions contemplated under this sub section (c) shall be promptly paid or reimbursed by Buyer to Seller. At the end of such six (6) month period or the current term of the Restricted Asset, Seller shall have no further duties or obligations hereunder with respect to such Restricted Asset; provided . The failure to obtain any necessary consent or waiver with respect to any Restricted Asset shall in no event be a breach of this Agreement. (d) To the extent that Buyer is provided the benefits pursuant to this Section 6.1 of any Restricted Asset, Buyer shall pay perform for the benefit of the issuer thereof, or satisfy all the reasonable and documented out-of-pocket costsother party or parties thereto, expenses, the obligations and liabilities incurred by Parent of Seller thereunder or its Affiliates in connection with any such alternative arrangementstherewith; provided further PROVIDED, HOWEVER, that Parent if Buyer shall have no obligation fail to pay money or make any concessions perform to obtain consents. Nothing in the extent required herein, Seller shall thereafter cease to be obligated under this Section 2(d) shall be deemed a waiver 6.1 in respect of the Restricted Asset which is the subject of such failure by Buyer to receive an effective assignment perform, and Buyer shall promptly pay or reimburse Seller all costs incurred by Seller to remedy such failure to perform during such period of the Acquired Assets upon the receipt failure of any such consent or approval nor shall any of the Restricted Assets be deemed Excluded Assets for any other purposes hereunderperformance.

Restricted Assets. Notwithstanding any other provision in this Agreement to To the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any asset, claim, right or benefit extent that the assignment or transfer by the Company Group to Buyer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) any Acquired Asset would not be effective without the consent or approval of a third party party, or otherwise requires Buyer to own, hold or possesses a Permit (each, a “Requirement”) which Requirement is not obtained by the Closing Date (each such Acquired Asset, a “Restricted Asset”), then neither this Agreement nor any other Transaction Document shall be deemed to constitute an assignment or attempted assignment of such Restricted Asset if such assignment or attempted assignment would (i) constitute a breach or other contravention of the rights of such third party, party and such breach or affect adversely other contravention would have a Material Adverse Effect as to the rights and obligations of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the Closing, (i) Parent shall continue, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain any such consent Restricted Asset; or approval and (ii) to the extent practicable, the Buyer and Parent agree to negotiate in good faith be ineffective with respect to alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect any party to any such Restricted Asset; provided , provided, however, that, subject to the satisfaction or waiver of the other conditions contained in Article VII (other than any such condition related to obtaining or maintaining any Requirement), the Closing shall occur notwithstanding the fact that such Requirements were not obtained without any adjustment to the Purchase Price. For a period of six (6) months following the Closing Date, without additional consideration, the Company Group shall take commercially reasonable actions in order to obtain for Buyer shall pay or satisfy the benefits, including promptly paying to Buyer all monies received by the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates Company Group in connection with any such alternative arrangements; provided further that Parent shall have no obligation Restricted Asset to pay money or make any concessions the extent related to a time period after the Closing, and to assist Buyer in assuming the obligations of such Restricted Asset. For a period of six (6) months following the Closing Date, Buyer and the Company Group will use commercially reasonable efforts, and will cooperate with each other, to try to obtain consents. Nothing in this Section 2(d) shall be deemed a waiver by Buyer to receive an effective assignment of each Requirement for the Acquired Assets upon the receipt of any such consent or approval nor shall any sale, assignment, assumption, transfer, conveyance and delivery of the Restricted Assets other than for the Acquired Contracts; provided, however, that neither Buyer nor the Company Group will be deemed Excluded Assets required to pay any consideration therefor. In the event a Requirement for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Asset is obtained after the Closing Date, the Company Group shall promptly assign, transfer, convey and deliver such Restricted Asset to Buyer, and Buyer shall assume the obligations under such Restricted Asset assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). Notwithstanding the foregoing, the Parties hereby acknowledge and agree that with respect to any Restricted Asset that is a Contract to which a member of the Company Group is a party (other purposes than any Contract for which a Closing Required Consent is required hereunder) with any independent agent, distributor, customer, health care provider, and/or group purchasing organization, the Parties shall have fulfilled the Requirement applicable to such Restricted Asset by taking the actions set forth on Schedule 3.8.

Restricted Assets. Notwithstanding (a) With respect to United and the Purchased Assets, Schedule 5.2 sets forth each material contract, license, lease, permit, right or other agreement or commitment which is an asset not capable of being validly assigned, transferred or subleased without the consent or waiver of the issuer thereof or the other party thereto or any third person (including a government or governmental unit), or with respect to which such assignment, transfer or sublease or attempted assignment, transfer or sublease could constitute a breach thereof or a violation of any law, decree, order, regulation or other provision in this Agreement governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the contrarynecessary consents and waivers for the assignment, transfer or sublease of such assets is not a condition precedent to Buyer's obligations hereunder. If the necessary consents and waivers are not received on or before the Closing Date, this Agreement shall not constitute an agreement assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof; provided, however, to the extent United may do so without incurring liability, United shall assign or transfer and Buyer shall assume the beneficial ownership and all rights and obligations under the Restricted Assets so Buyer can enjoy the practical benefits of such assets until they can be legally assigned and assumed by United and Buyer, respectively. (b) United shall use reasonable efforts, and Buyer shall cooperate with United (i) to obtain the consents and waivers and other agreements necessary to convey to Buyer all of the Restricted Assets, and (ii) if subsequent to Closing, to promptly convey to Buyer the Restricted Assets for which United has received the necessary consents and waivers; provided, however, that any interest in any asset, claim, right or benefit consideration paid therefor to the assignment or transfer of which is otherwise contemplated by this Agreement if such assignment or transfer (or attempt to make such an assignment or transfer) without person from whom the consent or approval of a third party would constitute a breach waiver is requested shall be borne by Buyer (upon its approval). (c) To the extent that the consents and waivers necessary to assign, transfer or other contravention sublease the Restricted Assets are not obtained by United, United shall, during the six-month period commencing with the Closing Date or such longer period as United in its sole judgment may desire (but, as to any particular Restricted Asset, for the current term thereof), use reasonable efforts to (i) provide to Buyer the benefits of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”); and any assignment or transfer of a Restricted Asset shall be made subject not assigned, transferred or subleased due to United's failure to obtain such consent or approval being obtained. If any such consent or approval is not obtained prior to the Closingwaiver, (iii) Parent shall continuecooperate with Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during the six-month period commencing on the Closing Date, upon and (iii) enforce, at the request of Buyer, any rights of United under any Restricted Asset, against the issuer thereof or the other party or parties thereto (including the right to use its reasonable best efforts elect to cooperate terminate such of the foregoing in accordance with the terms thereof upon the advice of Buyer); provided, however, that all costs and expenses of United incurred with respect to any of the actions contemplated under this sub section (c) shall be promptly paid or reimbursed by Buyer in attempting to United. At the end of such six-month period or the current term of the Restricted Asset (or such longer period, as United may desire), United shall have no further duties or obligations hereunder with respect to such Restricted Assets and the failure to obtain any such necessary consent or approval waiver with respect thereto shall in no event be a breach of this Agreement. (d) To the extent that United is provided the benefits pursuant to this Section 5.2 of any Restricted Asset, United shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of United thereunder or in connection therewith, but only to the extent that (i) such action by Buyer would not result in any default thereunder or in connection therewith and (ii) such obligation would have been a liability of Buyer but for the non-assignability or non- transferability thereof; provided, however, that if Buyer shall fail to perform to the extent practicablerequired herein, the Buyer and Parent agree United shall thereafter cease to negotiate in good faith with respect to alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent or approval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Asset; provided that Buyer shall pay or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by Parent or its Affiliates in connection with any such alternative arrangements; provided further that Parent shall have no obligation to pay money or make any concessions to obtain consents. Nothing in be obligated under this Section 2(d) shall be deemed a waiver by Buyer to receive an effective assignment of the Acquired Assets upon the receipt of any such consent or approval nor shall any 5.2 in respect of the Restricted Assets be deemed Excluded Assets for any other purposes hereunderAsset which is the subject of such failure to perform unless and until such situation is remedied, or, at the sole option of United, Buyer shall promptly pay or reimburse United all costs incurred by United to remedy such failure to perform during such period of failure of performance.