Common use of Restricted Assets Clause in Contracts

Restricted Assets. (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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 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 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 consideration paid therefor to the person from whom the consent or 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 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 Restricted Asset not assigned, transferred or subleased due to United's failure to obtain such consent or waiver, (ii) cooperate 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, 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 elect to 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 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 necessary consent or 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 required herein, United shall thereafter cease to be obligated under this Section 5.2 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 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.

Restricted Assets. (a) With respect Notwithstanding any other provision in this Agreement 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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 Datecontrary, this Agreement shall not constitute an assignmentagreement 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 sublease thereoftransfer (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 an attempted assignment, 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 sublease thereof; provided, however, approval being obtained. If any such consent or approval is not obtained prior to the extent United may do so without incurring liabilityClosing, United shall assign 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) Parent shall continue, upon request of Buyer, to use its reasonable best efforts to cooperate with Buyer in attempting to obtain the consents and waivers and other agreements necessary to convey to Buyer all of the Restricted Assets, any such consent or approval 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 consideration paid therefor to the person from whom extent practicable, the consent Buyer and Parent agree to negotiate in good faith with respect to alternative arrangements (such as a license, sublease or waiver is requested shall be borne by Buyer (upon its approval). (coperating agreement) To the extent that the consents and waivers necessary to assign, transfer or sublease the Restricted Assets are not obtained by United, United shall, during the six-month period commencing with the Closing Date or until such longer period time 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 Restricted Asset not assigned, transferred or subleased due to United's failure to obtain such consent or waiverapproval has been obtained which result in Buyer or its Affiliates receiving all the benefits and bearing all the costs, (ii) cooperate with Buyer to reach a reasonable liabilities and lawful arrangement designed to provide such benefits to Buyer during the six-month period commencing on the Closing Date, 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 elect to 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 burdens with respect to any of such Restricted Asset; provided that Buyer shall pay or satisfy all the actions contemplated under 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 sub section (cSection 2(d) shall be promptly paid or reimbursed deemed a waiver by Buyer to United. At receive an effective assignment of the end Acquired Assets upon the receipt of any such six-month period consent or the current term approval nor shall any 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 be deemed Excluded Assets for any necessary consent or waiver with respect thereto shall in no event be a breach of this Agreementother purposes hereunder. (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 required herein, United shall thereafter cease to be obligated under this Section 5.2 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 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.

Restricted Assets. (a1) With respect Nothing in this Agreement or in any document delivered contemporaneously with the execution of this Agreement by the Parties or prior to United 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 Purchaser without first obtaining the Approvals necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its best efforts to obtain the Purchased Assets, Schedule 5.2 sets forth each material contract, license, lease, permit, right or other agreement or commitment which necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is an asset not capable of being validly assigned, transferred or subleased without assignable by the consent or waiver of the issuer terms thereof or consents to the other party thereto or any third person (including a government or governmental unit)assignment thereof have not been obtained prior to Closing, 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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof; provided, howeverVendor shall, to the extent United may do so without incurring liability, United shall assign permitted by Applicable Law and Buyer shall assume the beneficial ownership and all rights and obligations under the Restricted Assets so Buyer can enjoy the practical benefits provisions 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 consideration paid therefor to the person from whom the consent or 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 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, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the current term thereof), use reasonable efforts to (i) provide to Buyer Purchaser and the benefits 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 Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset not assignedAsset, transferred or subleased due to United's failure to obtain such consent or waiver, (ii) cooperate including cooperating with Buyer to reach a the Purchaser in any reasonable and lawful arrangement designed to provide such benefits to Buyer during the six-month period commencing on the Closing Date, and (iii) enforce, at the request benefit of Buyer, any rights of United under any Restricted AssetAsset to the Purchaser; the Vendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, 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 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 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 at the direction and the failure to obtain any necessary consent or 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 expense of the issuer thereofPurchaser; at the Purchaser's request, the Vendor shall take all actions and do, 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 required herein, United shall thereafter cease cause to be obligated under this Section 5.2 in respect done, all such things so as to preserve the value of the Restricted Asset which is for benefit of the subject of such failure to perform unless Purchaser; and until such situation is remedied, or, at the sole option of United, Buyer Vendor shall promptly pay over or reimburse United deliver to the Purchaser all costs incurred moneys or other consideration paid to or received by United the Vendor in respect of all Restricted Assets. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to remedy such failure require delivery of the Approvals on the Closing Date pursuant to perform during such period of failure of performanceSection 4.1(1)(d).

Restricted Assets. (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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 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 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 Sellers shall use all reasonable efforts, and the Buyer shall cooperate reasonably with United the Sellers, (i) to promptly obtain the consents and waivers and other agreements necessary to convey or cause to be conveyed to the Buyer all of the Restricted Assets, and (ii) if subsequent as of and subject to the occurrence 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 United has the Sellers have received the necessary consents and 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 preserve the value of the Restricted Asset. The Sellers shall cooperate with the Buyer in making applications and filings or taking any other action necessary for the 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 the Buyer's cooperation hereunder require the Buyer to make any payments or incur any out-of-pocket expenses, except that the Buyer shall reimburse the Sellers on an equitable basis for any consideration paid therefor paid, with the prior approval of the Buyer, to the any person from whom the a consent or waiver is requested shall be borne by Buyer (upon its approval). (c) requested. To the extent that the consents and waivers necessary to assign, transfer transfer, sublease or sublease sublicense any of the Restricted Assets are not obtained by Unitedobtained, United the Sellers shall, during the six-month period commencing with on the U.S. Closing Date or (or, in the case of Restricted Assets held by BC France, the France Closing Date) and continuing for the duration of each 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 the Buyer the benefits of the any such Restricted Asset not assigned, transferred or subleased due to United's 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 the six-month period commencing on the Closing Datesuch period, and (iii) enforce, 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 United any of the Sellers under any PAGE such Restricted Asset, 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 advice request of the Buyer); provided, however, that all the reasonable costs and expenses of United the Sellers incurred at the Buyer's request with respect to any of the actions contemplated under this sub section clause (ciii) above shall be promptly paid or reimbursed by the Buyer to Unitedthe Sellers. At the end of each such six-month period or the current term of the Restricted Asset (or such longer period, as United may desire), United the Sellers shall have no further duties or obligations hereunder under this Section 2.10 with respect to such Restricted Assets Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall in no event be not constitute a breach of this Agreement. (d) Agreement so long as the Sellers have carried out their obligations under this Section 2.10. To the extent that United the Buyer is provided the benefits pursuant to this Section 5.2 of any Restricted AssetAsset pursuant to clause (b) of this Section 2.10, United the Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of United 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 a liability of Buyer an Assumed Liability but for the non-assignability or non- non-transferability thereof; provided, however, that if the Buyer shall fail to perform to the extent required herein, United the Sellers shall thereafter cease to be obligated under this Section 5.2 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, remedied or, at the sole option of Unitedthe applicable Seller, the Buyer shall promptly pay or reimburse United such Seller for all costs reasonably incurred by United 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 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 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. (a) With respect to United and In the Purchased Assets, Schedule 5.2 sets forth each material contractevent that any permit, license, franchise, governmental authorization, contract, agreement, equipment 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 obligation of the issuer thereof Company included as part of the Transferred Assets on the Closing Date is not assignable to Buyer by its terms or the other party thereto or any third person by virtue of its subject matter (including a government or governmental unit)each, 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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of , the necessary 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 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 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 Company shall use all reasonable efforts, and Buyer shall cooperate reasonably with United the Company, (i) to promptly obtain the consents and waivers and other agreements necessary to convey or cause to be conveyed to Buyer all of the Restricted Assets, and (ii) if subsequent as of and subject to the occurrence of the Closing, to promptly convey to Buyer the Restricted Assets for which United the Company has received the necessary consents and waivers; provided, however, that any consideration paid therefor to the person from whom the consent or waiver is requested shall be borne by Buyer (upon its approval). (cb) To the extent that the consents and waivers necessary to assign, transfer transfer, sublease or sublease sublicense any of the Restricted Assets are not obtained by Unitedas of the Closing Date, United the Company shall, during the six-month period commencing with on the Closing Date or and subject to the occurrence of the Closing and continuing for the duration of the useful life of each 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 reason- able efforts to (i) provide to Buyer the benefits of the any such Restricted Asset not assigned, transferred or subleased due to Unitedthe Company's failure or inability, as the case may be, to obtain such consent or waiver, (ii) cooperate with Buyer to reach a reasonable and lawful arrangement designed to provide the benefits of each such benefits Restricted Asset to Buyer during the six-month period commencing on the Closing Date, useful life of such Restricted Asset and (iii) enforce, enforce at the request of Buyer, or allow Buyer to enforce, any rights of United the Company under any such Restricted Asset, Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such any of the foregoing in accordance with the terms thereof upon the advice request 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 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 necessary consent or 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 required herein, United shall thereafter cease to be obligated under this Section 5.2 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 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.

Restricted Assets. (a) With respect Prior to United and after the Closing, the DataVoN Sellers and Buyer shall use their respective best efforts to obtain the Approval of any third party that is required in 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 Transferred 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 constitute an equitable assignment by each DataVoN Seller to Buyer of all of such DataVoN Seller's rights, benefits, title and interest in and to such Restricted Assets, 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 Buyer and 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 DataVoN Sellers shall use their respective best efforts 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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary consents and waivers for the assignment, transfer or sublease give Buyer benefits of such assets is not a condition precedent Restricted Asset as if it had been transferred to Buyer's obligations hereunder. If the necessary consents and waivers are not received on or before Buyer as of the Closing Date, this Agreement shall including, but not constitute an assignmentlimited to, 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 and Buyer shall assume the beneficial ownership and (i) Buyer's receiving all rights and obligations under the Restricted Assets so Buyer can enjoy the practical economic 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 consideration paid therefor to the person from whom the consent or 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 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 Restricted Asset not assigned, transferred or subleased due to United's failure to obtain such consent or waiver, (ii) cooperate 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, and (iii) enforce, at the request of Buyer, 's enforcing any rights of United under a DataVoN Seller arising with respect to any such Restricted AssetAssets (including, against the issuer thereof or the other party or parties thereto (including without limitation, the right to elect to 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 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 desireDataVoN Seller), United shall have no further duties or obligations hereunder and (iii) Buyer's enforcing any rights arising with respect to such Restricted Assets and as if they had been sold, conveyed, assigned or transferred to Buyer. Each DataVoN Seller hereby agrees that in the failure to obtain any necessary consent event of the transfer or 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 assignment of any Restricted Asset, United the transferee or assignee thereof shall perform for the benefit of the issuer thereofagree, as a condition to such transfer or the other party or parties theretoassignment, 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 required herein, United shall thereafter cease to be obligated under bound by the terms of this Section 5.2 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 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 performance1.1(c).

Restricted Assets. (a) With respect to United Buyer and the Purchased AssetsSeller acknowledge that there are certain of Seller's Material Contracts, Schedule 5.2 sets forth each material contractlicenses, licenseleases, leasepermits, permit, right rights or other agreement agreements or commitment commitments which is an asset 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 any 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 any a law, decree, order, regulation or other governmental edict (any such asset item is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary consents and waivers for the assignment, transfer or sublease of such assets 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 assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof; providedPROVIDED, howeverHOWEVER, to the extent United Seller may do so without incurring liabilityany liability whatsoever, United Seller shall assign 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 by Seller and assumed by United and Buyer, respectively. (b) United shall Buyer, at its option, may use reasonable efforts, and Buyer Seller shall cooperate with United Buyer (i) to obtain the consents and waivers and other agreements necessary to convey to Buyer all such of the Restricted AssetsAssets as Buyer may desire, and (ii) if such consents, waivers and other agreements are obtained subsequent to Closing, to promptly convey to Buyer the Restricted Assets for which United has received the necessary consents and waiverswaivers have been received; providedPROVIDED, howeverHOWEVER, that any consideration paid therefor to the person from whom the consent or waiver is requested shall be borne by Buyer (upon its approval)Buyer. (c) To the extent that the consents and waivers necessary to assign, transfer or sublease the Restricted Assets are not obtained by Unitedobtained, United Seller shall, during the six-six (6) 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 thereofthereof only), use reasonable efforts to (i) provide to Buyer the benefits of the Restricted Asset not assigned, transferred or subleased due to United's failure to obtain such consent or waiversubleased, (ii) cooperate with Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during the six-six (6) month period commencing on the Closing Date, and (iii) enforce, at the request of Buyer, any rights of United Seller under any 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 advice of Buyer); providedPROVIDED, howeverHOWEVER, that all costs and expenses of United Seller incurred with respect to any of the actions contemplated under this sub section (c) shall be promptly paid or reimbursed by Buyer to UnitedSeller. At the end of such six-six (6) month period or the current term of the Restricted Asset (or such longer periodAsset, as United may desire), United Seller shall have no further duties or obligations hereunder with respect to such Restricted Assets and the Asset. The failure to obtain any necessary consent or waiver with respect thereto to any Restricted Asset shall in no event be a breach of this Agreement. (d) To the extent that United Buyer is provided the benefits pursuant to this Section 5.2 6.1 of any Restricted Asset, United Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of United Seller thereunder or in connection therewith; PROVIDED, 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, howeverHOWEVER, that if Buyer shall fail to perform to the extent required herein, United Seller shall thereafter cease to be obligated under this Section 5.2 6.1 in respect of the Restricted Asset which is the subject of such failure by Buyer to perform unless perform, and until such situation is remedied, or, at the sole option of United, Buyer shall promptly pay or reimburse United Seller all costs incurred by United Seller to remedy such failure to perform during such period of failure of performance.

Restricted Assets. (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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 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 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 Sellers shall use all reasonable efforts, and the Buyer shall cooperate reasonably with United the Sellers, (i) to promptly obtain the consents and waivers and other agreements necessary to convey or cause to be conveyed to the Buyer all of the Restricted Assets, and (ii) if subsequent as of and subject to the occurrence of the Closing, to promptly convey or cause to be conveyed to the Buyer the Restricted Assets for which United has the Sellers have received the necessary consents and 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 preserve the value of the Restricted Asset. The Sellers shall cooperate with the Buyer in making applications and filings or taking any other action necessary for the 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 the Buyer's cooperation hereunder require the Buyer to make any payments or incur any out-of-pocket expenses, except that the Buyer shall reimburse the Sellers on an equitable basis for any consideration paid therefor paid, with the prior approval of the Buyer, to the any person from whom the a consent or waiver is requested requested. In no event shall either Seller be borne by Buyer (upon required to make any payments or incur any out-of-pocket expenses in connection with performing its approval)obligations under this Section 2.9 relating to any client services agreement. (cb) To the extent that the consents and waivers necessary to assign, transfer sublease or sublease sublicense any of the Restricted Assets are not obtained by Unitedobtained, United the Sellers shall, during the six-month period commencing with on the Closing Date or and continuing for the duration of each 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 the Buyer the benefits of the any such Restricted Asset not assigned, transferred or subleased due to United's 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 the six-month period commencing on the Closing Datesuch period, and (iii) enforce, 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 United either Seller under any such Restricted Asset, 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 advice request of the Buyer); provided, however, that all the reasonable costs and expenses of United either Seller incurred at the Buyer's request with respect to any of the actions contemplated under this sub section clause (ciii) above shall be promptly paid or reimbursed by the Buyer to UnitedRenaissance. At the end of each such six-month period or the current term of the Restricted Asset (or such longer period, as United may desire), United neither Seller shall have no any further duties or obligations hereunder under this Section 2.9 with respect to such Restricted Assets Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall in no event not be a breach of this AgreementAgreement so long as such Seller has carried out its obligations under this Section 2.9. (dc) To the extent that United the Buyer is provided the benefits pursuant to this Section 5.2 of any Restricted AssetAsset pursuant to clause (b) of this Section 2.9, United the Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of United either 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 a liability of Buyer 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, United the applicable Seller shall thereafter cease to be obligated under this Section 5.2 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, remedied or, at the sole option of Unitedthe applicable Seller, the Buyer shall promptly pay or reimburse United such Seller for all costs reasonably incurred by United such Seller to remedy such failure to perform during such period of failure of performance.

Restricted Assets. (a) With respect To the extent that the assignment by the Company Group 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 Buyer of any Acquired Asset would not capable of being validly assigned, transferred or subleased be effective without the consent or approval of a third 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 and such breach or other contravention would have a Material Adverse Effect as to the rights and obligations of Buyer in such Restricted Asset; or (ii) be ineffective with respect to any party to any such Restricted Asset, provided, however, that, subject to the satisfaction or waiver of the issuer thereof other conditions contained in Article VII (other than any such condition related to obtaining or the other party thereto or maintaining any third person (including a government or governmental unitRequirement), or with respect the Closing shall occur notwithstanding the fact that such Requirements were not obtained without any adjustment to which such assignment, transfer or sublease or attempted assignment, transfer or sublease could constitute the Purchase Price. For a breach thereof or a violation period of any law, decree, order, regulation or other governmental edict six (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 6) months following the Closing Date, this Agreement without additional consideration, the Company Group shall not constitute an assignmenttake commercially reasonable actions in order to obtain for Buyer the benefits, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof; provided, however, including promptly paying to Buyer all monies received by the Company Group in connection with such Restricted Asset to the extent United may do so without incurring liabilityrelated to a time period after the Closing, United shall assign and to assist Buyer shall assume in assuming 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 Restricted Asset. For a period of six (6) months following the Closing Date, Buyer and assumed by United and Buyer, respectively. (b) United shall the Company Group will use commercially reasonable efforts, and Buyer shall will cooperate with United (i) each other, to try to obtain each Requirement for the consents sale, assignment, assumption, transfer, conveyance and waivers and other agreements necessary to convey to Buyer all delivery of the Restricted Assets, and (ii) if subsequent to Closing, to promptly convey to Buyer Assets other than for the Restricted Assets for which United has received the necessary consents and waiversAcquired Contracts; provided, however, that neither Buyer nor the Company Group will be required to pay any consideration paid therefor to therefor. In the person from whom the consent or 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 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, event a Requirement for the current term thereof)sale, use reasonable efforts to (i) provide to Buyer the benefits assignment, assumption, transfer, conveyance and delivery of the a Restricted Asset not assigned, transferred or subleased due to United's failure to obtain such consent or waiver, (ii) cooperate with Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during the six-month period commencing on 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 (iii) enforcewhich special purpose agreement the Parties shall prepare, execute and deliver in good faith at the request time of Buyersuch transfer, any rights of United under any Restricted Asset, against the issuer thereof or the other party or parties thereto (including the right all at no additional cost to elect to terminate such of the foregoing in accordance with the terms thereof upon the advice of Buyer); provided. Notwithstanding the foregoing, however, the Parties hereby acknowledge and agree that all costs and expenses of United incurred with respect to any Restricted Asset that is a Contract to which a member of the actions contemplated under this sub section Company Group is a party (cother than any Contract for which a Closing Required Consent is required hereunder) shall be promptly paid or reimbursed by Buyer to United. At with any independent agent, distributor, customer, health care provider, and/or group purchasing organization, the end of such six-month period or the current term of the Restricted Asset (or such longer period, as United may desire), United Parties shall have no further duties or obligations hereunder with respect fulfilled the Requirement applicable to such Restricted Assets and Asset by taking the failure to obtain any necessary consent or waiver with respect thereto shall in no event be a breach of this Agreementactions set forth on Schedule 3.8. (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 required herein, United shall thereafter cease to be obligated under this Section 5.2 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 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.

Restricted Assets. (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 Purchaser without first obtaining the Approvals necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted. (2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: (a) With respect the Vendor shall apply for and use its best efforts to United and obtain the Purchased Assets, Schedule 5.2 sets forth each material contract, license, lease, permit, right or other agreement or commitment which necessary Approvals in a form satisfactory to the Purchaser acting reasonably; (b) if the Restricted Asset is an asset not capable of being validly assigned, transferred or subleased without assignable by the consent or waiver of the issuer terms thereof or consents to the other party thereto or any third person (including a government or governmental unit)assignment thereof have not been obtained prior to Closing, 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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof; provided, howeverVendor shall, to the extent United may do so permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without incurring liability, United any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall assign and Buyer shall assume perform the beneficial ownership and all rights covenants and obligations under thereunder in the Restricted Assets so Buyer can enjoy name of and for 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 account of the Restricted Assets, Vendor and shall hold all benefits existing thereunder for the account of the Vendor (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 without any consideration paid therefor additional expense to the person from whom the consent or waiver is requested shall be borne by Buyer (upon its approvalVendor whatsoever).; (c) To at the extent that Purchaser’s request, the consents Vendor shall take all actions and waivers necessary do, or cause to assignbe done, transfer all such things in its name or sublease otherwise so as to provide the Restricted Assets are not obtained by United, United shall, during the six-month period commencing Purchaser with the Closing Date or such longer period as United in its sole judgment may desire (but, as to benefit of any particular Restricted Asset, for including cooperating with the current term thereof), use reasonable efforts to (i) provide to Buyer the benefits of the Restricted Asset not assigned, transferred or subleased due to United's failure to obtain such consent or waiver, (ii) cooperate with Buyer to reach a Purchaser in any reasonable and lawful arrangement designed to provide such benefits to Buyer during the six-month period commencing on the Closing Date, and (iii) enforce, at the request benefit of Buyer, any rights of United under any Restricted AssetAsset 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, 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 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 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 at the direction and expense of the failure to obtain any necessary consent or waiver with respect thereto shall in no event be a breach of this Agreement.Purchaser; (de) To at the extent that United is provided Purchaser’s request, the benefits pursuant to this Section 5.2 of any Restricted Asset, United Vendor shall perform for the benefit of the issuer thereoftake all actions and do, 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 required herein, United shall thereafter cease cause to be obligated under this Section 5.2 in respect done, all such things so as to preserve the value of the Restricted Asset which is for benefit of the subject of such failure to perform unless and until such situation is remedied, or, at Purchaser; and (f) the sole option of United, Buyer Vendor shall promptly pay over or reimburse United deliver to the Purchaser all costs incurred moneys or other consideration paid to or received by United the Vendor in respect of all Restricted Assets. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to remedy such failure require delivery of the Approvals on the Closing Date pursuant to perform during such period of failure of performanceSection 4.1(1)(d).

Restricted Assets. (a) With respect to United Seller shall, and shall cause the Company and the Purchased AssetsAsset Sellers (collectively, Schedule 5.2 sets forth each material contractthe "PE Group") to, 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 governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 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 and Buyer shall assume the beneficial ownership and use 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 reasonably with United the PE Group, (i) to promptly obtain the consents and waivers and other agreements necessary to convey or cause to be conveyed to Buyer all of the Restricted AssetsAssets (which for purposes of this Section 2.5 shall include the capital stock of the Transferred Subsidiaries), and (ii) if subsequent as of and subject to the occurrence of the Closing, to promptly convey or cause to be conveyed to Buyer the Restricted Assets for which United has 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 therefor paid, with the prior approval of Buyer, to the person any Person from whom the a consent or waiver is requested shall be borne by Buyer (upon its approval)requested. (cb) To the extent that the consents and waivers necessary to assign, transfer transfer, sublease or sublease sublicense any of the Restricted Assets are not obtained by Unitedobtained, United Seller shall, during the six-month period commencing with on the Closing Date or such longer period as United in its sole judgment may desire (but, as to any particular Restricted Asset, and continuing for the current term thereofduration 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 the any such Restricted Asset not assigned, transferred or subleased due to UnitedSeller'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 the six-month such period commencing on the Closing Date, and (iii) enforce, enforce at the request of Buyer, or allow Buyer to enforce, any rights of United the PE Group under any such Restricted Asset, 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 advice request of Buyer); provided, however, that all the reasonable costs and expenses of United the PE Group (including reasonable professional fees and expenses) incurred at Buyer's request with respect to any of the actions contemplated under this sub section (ciii) above shall be promptly paid or reimbursed by Buyer to UnitedSeller. At Upon the end transfer or disposition or termination of such six-month period or any Restricted Asset, the current term of the Restricted Asset (or such longer period, as United may desire), United PE Group shall have no further duties or obligations hereunder under this Section 2.5 with respect to such Restricted Assets Asset and the failure or inability to obtain any necessary consent or waiver with respect thereto shall in no event not be a breach of this AgreementAgreement 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. (dc) To the extent that United Buyer is provided the benefits pursuant to this Section 5.2 of any Restricted AssetAsset pursuant to clause (b) of this Section 2.5, United Buyer shall perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of United 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 (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 required herein, United shall thereafter cease to be obligated under this Section 5.2 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 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.and

Restricted Assets. (a) With respect Notwithstanding any other provision in this Agreement to United and the Purchased Assetscontrary, Schedule 5.2 sets forth each material contractno asset, license, lease, permitclaim, right or other agreement benefit, the assignment or commitment 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 asset not capable of being validly assigned, transferred assignment or subleased transfer) without the consent or waiver approval of a third party would constitute a breach, violation or other contravention of the issuer thereof or the other rights of such third 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 governmental edict (such asset is hereinafter assets, claims, rights or benefits being collectively referred to herein as a "“Restricted Asset")Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be automatically assigned or transferred. The receipt Seller shall be solely responsible for and shall pay any and all costs and fees associated with obtaining such consent or approval. 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 necessary consents and waivers for the assignment, transfer or sublease then-current term of such assets is not a condition precedent to Buyer's obligations hereunder. If the necessary consents Restricted Asset and waivers are not received on or before (c) [***] months following the Closing Date, this Agreement shall not constitute an 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 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) the Seller shall, beginning on the Closing Date (x) upon request of Purchaser, continue to use its commercially reasonable efforts to coordinate with Purchaser in attempting to obtain any such consent or approval and (y) endeavor to provide Purchaser with the consents and waivers and other agreements necessary benefits under each Restricted Asset as if such Restricted Asset had been assigned to convey to Buyer all 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 Assets, Asset 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 consideration paid therefor to the person from whom the consent or 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 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)avoidance of doubt, use reasonable efforts to (i) provide to Buyer the benefits Purchaser shall pay, perform or otherwise discharge all of the covenants and obligations of the Seller pursuant to each such Restricted Asset not assigned, transferred or subleased due to United's failure to obtain such consent or waiver, (ii) cooperate 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, 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 elect to terminate such of the foregoing in accordance with the respective terms thereof upon and subject to the advice of Buyerrespective conditions thereof); provided, however, that all costs Purchaser shall use its commercially reasonable efforts to assist and expenses of United incurred cooperate with respect to any of the actions contemplated under this sub section (c) shall be promptly paid or reimbursed by Buyer 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 necessary consent or 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 Seller in connection therewith; and, but only provided, further, that none of Seller or any its Affiliates shall be required to the extent that pay money to any Third Party (iunless such amounts are agreed to be reimbursed by Purchaser), commence any litigation or offer or grant any material accommodation (financial or otherwise) such action by Buyer would not result in to any default thereunder or Third Party in connection therewith and (ii) with 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 required herein, United shall thereafter cease to be obligated under this Section 5.2 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 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 performanceefforts.