Common use of Restricted Assets Clause in Contracts

Restricted Assets. Notwithstanding any other provision in this Agreement to the contrary, no asset, claim, right or 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, violation or other contravention of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be 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. 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) 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 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 respective conditions thereof); provided, however, that Purchaser shall use its commercially reasonable efforts to assist and cooperate with the Seller in connection therewith; and, provided, further, that none of Seller or any its Affiliates shall be required to pay money to any Third Party (unless such amounts are agreed to be reimbursed by Purchaser), commence any litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with such efforts.

Restricted Assets. Notwithstanding any other provision in this Agreement to the contrary, no this Agreement shall not constitute an agreement to assign or transfer any interest in any 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, violation breach or other contravention of the rights of such third party party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets, claims, rights or benefits assets being collectively referred to herein as “Restricted Assets”) until ); and any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval is being obtained, at which time such Restricted Asset shall be 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. 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) the Seller shallParent shall continue, beginning on the Closing Date (x) upon request of PurchaserBuyer, continue to use its commercially reasonable best efforts to coordinate cooperate with Purchaser Buyer in attempting to obtain any such consent or approval and (yii) endeavor to provide Purchaser 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 under each Restricted Asset as if and bearing all the costs, liabilities and burdens with respect to any such Restricted Asset had been assigned to Purchaser (including Asset; provided that Buyer shall pay or satisfy all the reasonable and documented out-of-pocket costs, expenses, obligations and liabilities incurred by means of any licensing, operating, subcontracting, sublicensing Parent 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 respective conditions thereof); provided, however, that Purchaser shall use its commercially reasonable efforts to assist and cooperate with the Seller Affiliates in connection therewithwith any such alternative arrangements; and, provided, further, provided further that none of Seller or any its Affiliates Parent shall be required 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 Third Party (unless such amounts are agreed to consent or approval nor shall any of the Restricted Assets be reimbursed by Purchaser), commence deemed Excluded Assets for any litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with such effortsother purposes hereunder.

Restricted Assets. Notwithstanding any other provision in this Agreement to the contrary(a) Buyer and Seller acknowledge that there are certain of Seller's Material Contracts, no assetlicenses, claimleases, right or benefitpermits, 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 other agreements or transferred to Purchaser thereunder, commitments which are addressed in Section 6.9not capable of being validly assigned, shall be assigned transferred or transferred if such assignment or transfer (or attempt to make such an assignment or transfer) subleased without the consent or approval 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 third party would constitute a breachlaw, violation decree, order, regulation or other contravention governmental edict (any such item is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary 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 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 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 third party (such assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”) assets until such consent or approval is obtained, at which time such Restricted Asset shall they can be automatically legally assigned or transferred. The by 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, assumed by Buyer. (b) Buyer, at its option, may use reasonable efforts, and Seller shall cooperate with Buyer (i) to obtain the earlier termination or expiration consents and waivers and other agreements necessary to convey to Buyer such of the then-current term of Restricted Assets 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 Asset 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 waiver is requested shall be borne by Buyer. (c) [***] months following To the Closing Date: (i) extent that the consents and waivers necessary to assign, transfer or sublease the Restricted Assets are not obtained, Seller shall, beginning on during the six (6) month period commencing with the Closing Date (x) upon request of Purchaserbut, continue as to any particular Restricted Asset, for the current term thereof only), use its commercially reasonable efforts to coordinate with Purchaser in attempting (i) provide to obtain any such consent or approval and (y) endeavor to provide Purchaser with Buyer the benefits under each of the Restricted Asset as if such Restricted Asset had been assigned to Purchaser (including by means of any licensingnot assigned, operatingtransferred or subleased, subcontracting, sublicensing or subleasing arrangement), if the same is permitted under the ACTIVE/123404471.12 applicable Restricted Asset and (ii) for cooperate with Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to Buyer during the avoidance six (6) month period commencing on the Closing Date, and (iii) enforce, at the request of doubtBuyer, Purchaser shall payany rights of Seller under any Restricted Asset, perform against the issuer thereof or otherwise discharge all the other party or parties thereto (including the right to elect to terminate such of the covenants and obligations of the Seller pursuant to each such Restricted Asset (foregoing in accordance with the respective terms and subject to thereof upon the respective conditions thereofadvice of Buyer); providedPROVIDED, howeverHOWEVER, that Purchaser all costs and expenses of Seller incurred with respect to any of the actions contemplated under this sub section (c) shall use its commercially reasonable efforts be promptly paid or reimbursed by Buyer to assist and cooperate 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. 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 perform for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of Seller thereunder or in connection therewith; andPROVIDED, provided, furtherHOWEVER, that none of if Buyer shall fail to perform to the extent required herein, Seller or any its Affiliates shall be required to pay money to any Third Party (unless such amounts are agreed thereafter cease to be reimbursed obligated under this Section 6.1 in respect of the Restricted Asset which is the subject of such failure by Purchaser)Buyer to perform, commence any litigation and Buyer shall promptly pay or offer or grant any material accommodation (financial or otherwise) reimburse Seller all costs incurred by Seller to any Third Party in connection with remedy such effortsfailure to perform during such period of failure of performance.

Restricted Assets. Notwithstanding any other provision in (a) Seller shall, and shall cause the Company and the Asset Sellers (collectively, the "PE Group") to, use all reasonable efforts, and Buyer shall cooperate reasonably with the PE Group, (i) 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 Agreement Section 2.5 shall include the capital stock of the Transferred Subsidiaries), and (ii) as of and subject to the contrary, no asset, claim, right or benefit, the assignment or transfer occurrence 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, violation or other contravention of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be 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. If any such consent or approval is not obtained prior to the Closing, then until to convey or cause to be conveyed to Buyer the earliest date when (a) 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 any Person from whom a consent or approval waiver is obtained, requested. (b) To the earlier termination extent that the consents and waivers necessary to assign, transfer, sublease or expiration sublicense any of the then-current term of such Restricted Asset and (c) [***] months following the Closing Date: (i) the Assets are not obtained, Seller shall, beginning commencing on the Closing Date (xand continuing for the duration thereof or until such time as any Restricted Assets have been transferred to Buyer pursuant to Section 2.5(d) upon request or otherwise disposed of Purchaserin accordance with Section 2.5(e), continue to use its commercially all reasonable efforts to coordinate with Purchaser in attempting (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 any such consent or approval 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 (yiii) endeavor enforce at the request of Buyer, or allow Buyer to provide Purchaser with enforce, any rights of the benefits PE Group under each Restricted Asset as if any such Restricted Asset had been assigned to Purchaser against the issuer thereof or the other party or parties thereto (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 right to elect to terminate such of the covenants and obligations of the Seller pursuant to each such Restricted Asset (foregoing in accordance with the respective terms and subject to thereof upon the respective conditions thereofrequest of Buyer); provided, however, that Purchaser 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 its commercially all reasonable efforts to assist follow and cooperate with implement the Seller 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; and, provided, further, but only to the extent that none of Seller (i) such action by Buyer would not result in any default thereunder or any its Affiliates shall be required to pay money to any Third Party (unless such amounts are agreed to be reimbursed by Purchaser), commence any litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with such efforts.therewith and

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, no assettransfer, claimconvey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, right transfer, convey or benefitassign 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 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 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, violation or other contravention of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be 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. If any such consent or approval is thereof have not been obtained prior to the Closing, then until the earliest date when Vendor shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (awithout any additional expense to the Vendor whatsoever) such consent or approval is obtained, (b) in trust for the earlier termination or expiration Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the then-current term 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, 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 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. (c3) [***] months following Nothing in this Section 2.2 constitutes a waiver of any right of the Closing Date: (i) Purchaser to require delivery of the Seller shall, beginning Approvals 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 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 respective conditions thereofSection 4.1(1)(d); provided, however, that Purchaser shall use its commercially reasonable efforts to assist and cooperate with the Seller in connection therewith; and, provided, further, that none of Seller or any its Affiliates shall be required to pay money to any Third Party (unless such amounts are agreed to be reimbursed by Purchaser), commence any litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with such efforts.

Restricted Assets. Notwithstanding any other provision in this Agreement (a) The Sellers shall use all reasonable efforts, and the Buyer shall cooperate reasonably with the Sellers, (i) to promptly obtain the consents and waivers necessary to convey or cause to be conveyed to the contrary, no asset, claim, right or 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, violation or other contravention Buyer all of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”, and (ii) until such consent or approval is obtained, at which time such Restricted Asset shall be automatically assigned or transferred. The Seller shall be solely responsible for as of 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 subject to the occurrence of the Closing, then until to promptly convey or cause to be conveyed to the earliest date when (a) Buyer the Restricted Assets for which 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, with the prior approval of the Buyer, to any person from whom a consent or approval waiver is obtained, requested. In no event shall either Seller be required to make any payments or incur any out-of-pocket expenses in connection with performing its obligations under this Section 2.9 relating to any client services agreement. (b) To the earlier termination extent that the consents and waivers necessary to assign, transfer sublease or expiration sublicense any of the then-current term of such Restricted Asset and (c) [***] months following Assets are not obtained, the Closing Date: (i) the Seller Sellers shall, beginning commencing on the Closing Date (x) upon request and continuing for the duration of Purchasereach such Restricted Asset, continue to use its commercially reasonable efforts to coordinate with Purchaser in attempting (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 any such consent or approval 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 (yiii) endeavor enforce at the request of the Buyer, or allow the Buyer to provide Purchaser with enforce (and, for such purpose, each Seller hereby constitutes and appoints the benefits Buyer as its true and lawful attorney-in-fact), any rights of either Seller under each Restricted Asset as if any such Restricted Asset had been assigned to Purchaser against the issuer thereof or the other party or parties thereto (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 right to elect to terminate such of the covenants and obligations of the Seller pursuant to each such Restricted Asset (foregoing in accordance with the respective terms and subject to thereof upon the respective conditions thereofrequest of the Buyer); provided, however, that Purchaser 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 use be 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 commercially reasonable efforts obligations under this Section 2.9. (c) To the extent that the Buyer is provided the benefits of any Restricted Asset pursuant to assist and cooperate with 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 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; and, provided, furtherhowever, that none of if the Buyer shall fail to perform to the extent required herein, the applicable Seller or any its Affiliates shall be required to pay money to any Third Party (unless such amounts are agreed thereafter cease to be reimbursed 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 Purchaser), commence any litigation or offer or grant any material accommodation (financial or otherwise) such Seller to any Third Party in connection with remedy such effortsfailure to perform during such period of failure of performance.

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 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 contraryBuyer and the DataVoN Sellers shall use their respective best efforts to give Buyer benefits of such Restricted Asset as if it had been transferred to Buyer as of the Closing Date, no assetincluding, claimbut not limited to, right or benefit(i) Buyer's receiving all economic benefits of such Restricted Assets, (ii) Buyer's enforcing any rights of a DataVoN Seller arising with respect to any such Restricted Assets (including, without limitation, the assignment or transfer right to terminate in accordance with the terms thereof upon the advice of which is otherwise contemplated by this Agreement (or any Transaction Documentsuch DataVoN Seller), other than any Shared Contracts or and (iii) Buyer's enforcing any rights or benefits arising with respect to be such Restricted Assets as if they had been sold, conveyed, assigned or transferred to Purchaser thereunder, which are addressed Buyer. Each DataVoN Seller hereby agrees that 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, violation or other contravention event of the rights of such third party (such assets, claims, rights transfer or benefits being collectively referred to herein as “Restricted Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be 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. 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) 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 benefits under each Restricted Asset as if such Restricted Asset had been assigned to Purchaser (including by means assignment of any licensingRestricted Asset, operatingthe transferee or assignee thereof shall agree, subcontractingas a condition to such transfer or assignment, 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 respective conditions thereof); provided, however, that Purchaser shall use its commercially reasonable efforts to assist and cooperate with the Seller in connection therewith; and, provided, further, that none of Seller or any its Affiliates shall be required to pay money to any Third Party (unless such amounts are agreed to be reimbursed bound by Purchaserthe terms of this Section 1.1(c), commence any litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with such efforts.

Restricted Assets. Notwithstanding any other provision in this Agreement (a) With respect to United and the contraryPurchased Assets, no assetSchedule 5.2 sets forth each material contract, claimlicense, lease, permit, right or benefit, the assignment other agreement or transfer of commitment which is otherwise contemplated by this Agreement (an asset not capable of being validly assigned, transferred 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) subleased without the consent or approval waiver of the issuer thereof or the other party thereto or any third person (including a third party would government or governmental unit), or with respect to which such assignment, transfer or sublease or attempted assignment, transfer or sublease could constitute a breachbreach thereof or a violation of any law, violation decree, order, regulation or other contravention governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the rights necessary consents and waivers for the assignment, transfer or sublease of such third party (such assetsassets 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, claimsthis Agreement shall not constitute an assignment, rights transfer or benefits being collectively referred sublease thereof, or an attempted assignment, transfer or sublease thereof; provided, however, to herein as “Restricted Assets”) until such consent or approval is obtainedthe extent United may do so without incurring liability, at which time such Restricted Asset United shall be automatically assigned or transferred. The Seller assign and Buyer shall be solely responsible for and shall pay any assume the beneficial ownership and all costs rights and fees associated with obtaining obligations under the Restricted Assets so Buyer can enjoy the practical benefits of such consent or approval. If any such consent or approval is not obtained prior to the Closingassets until they can be legally assigned and assumed by United and Buyer, then until the earliest date when (a) such consent or approval is obtained, respectively. (b) the earlier termination or expiration of the then-current term of such Restricted Asset United shall use reasonable efforts, and (c) [***] months following the Closing Date: 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 the consents and (y) endeavor waivers and other agreements necessary to provide Purchaser with convey to Buyer all of the benefits under each Restricted Asset as if such Restricted Asset had been assigned to Purchaser (including by means of any licensingAssets, operating, subcontracting, sublicensing or subleasing arrangement), if the same is permitted under the ACTIVE/123404471.12 applicable Restricted 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 avoidance of doubtcurrent term thereof), Purchaser shall pay, perform or otherwise discharge all use reasonable efforts to (i) provide to Buyer the benefits of the covenants 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 obligations 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 Seller pursuant to each such Restricted Asset (foregoing in accordance with the respective terms and subject to thereof upon the respective conditions thereofadvice of Buyer); provided, however, that Purchaser all costs and expenses of United incurred with respect to any of the actions contemplated under this sub section (c) shall use its commercially reasonable efforts be promptly paid or reimbursed by Buyer to assist 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 cooperate 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 Seller 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; and, provided, furtherhowever, that none of Seller or any its Affiliates if Buyer shall be fail to perform to the extent required to pay money to any Third Party (unless such amounts are agreed herein, United shall thereafter cease to be reimbursed 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 Purchaser), commence any litigation or offer or grant any material accommodation (financial or otherwise) United to any Third Party in connection with remedy such effortsfailure to perform during such period of failure of performance.

Restricted Assets. Notwithstanding any other provision in this Agreement to The Sellers shall use all reasonable efforts, and the contraryBuyer shall cooperate reasonably with the Sellers, no asset, claim, right or 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, violation or other contravention of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be 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. 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) to promptly obtain the Seller shallconsents and waivers necessary to convey or cause to be conveyed to the Buyer all of the Restricted Assets, 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 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) 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 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 avoidance 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 doubtlaw. In no event shall the Buyer's cooperation hereunder require the Buyer to make any payments or incur any out-of-pocket expenses, Purchaser except that the Buyer shall payreimburse the Sellers on an equitable basis for any consideration paid, perform or otherwise discharge all with the prior approval of the covenants Buyer, to any person from whom a consent or waiver is requested. To the extent that the consents and obligations waivers necessary to assign, transfer, sublease or sublicense any of the Seller pursuant to 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 respective terms and subject to thereof upon the respective conditions thereofrequest of the Buyer); provided, however, that Purchaser 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 use its commercially reasonable efforts be promptly paid or reimbursed by the Buyer to assist 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 cooperate 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; and, provided, furtherhowever, that none 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 or 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 its Affiliates shall 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 pay money indemnify or reimburse the Buyer pursuant to any Third Party the Escrow Agreement, the BC France Escrow Agreement or Article VIII below, the Sellers hereby designate Black ▇▇▇▇▇▇▇ as their representative (unless such amounts are agreed to be reimbursed by Purchaserthe "Sellers' Representative"), commence any litigation or offer or grant any material accommodation . The Sellers hereby authorize the Sellers' Representative (financial or otherwisei) to make all decisions relating to the determination of any Third Party 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 effortsposition, 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. 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, no assettransfer, claimconvey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, right transfer, convey or benefitassign 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) the Vendor shall apply for and use its best efforts to 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 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, violation or other contravention of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be 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. If any such consent or approval is thereof have not been obtained prior to the Closing, then until the earliest date when Vendor shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (awithout any additional expense to the Vendor whatsoever) such consent or approval is obtained, (b) in trust for the earlier termination or expiration Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the then-current term Vendor and shall hold all benefits existing thereunder for the account of such Restricted Asset and the Vendor (without any additional expense to the Vendor whatsoever); (c) [***] months following at the Closing Date: 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, including cooperating with the Purchaser in any reasonable and lawful arrangement designed to provide the benefit of any Restricted Asset to the Purchaser; (id) the Seller shallVendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, beginning including the right to 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 to preserve the value of the Restricted Asset for benefit of the Purchaser; and (f) 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. (3) Nothing in this Section 2.2 constitutes a waiver of any right of the Purchaser to require delivery of the Approvals 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 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 respective conditions thereofSection 4.1(1)(d); provided, however, that Purchaser shall use its commercially reasonable efforts to assist and cooperate with the Seller in connection therewith; and, provided, further, that none of Seller or any its Affiliates shall be required to pay money to any Third Party (unless such amounts are agreed to be reimbursed by Purchaser), commence any litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with such efforts.