Common use of Third Party Consents Clause in Contracts

Third Party Consents. To the extent that rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may not be assigned to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.

Third Party Consents. To the extent that rights of Seller or any Affiliate of Seller under any Business Contract, Transferable Permit, Fuel Contract or Governmental Authorization constituting a Transferred Asset, may Colstrip Contract is not be assigned to Purchaser assignable without the consent of another Person which has not been obtainedparty, this Agreement shall not constitute an agreement to assign the same assignment or an attempted assignment thereof if an such assignment or attempted assignment would constitute a breach thereof or be unlawful, thereof. Seller and Seller or its Affiliate Purchaser shall use commercially their reasonable efforts to obtain the consent of such other party to the assignment of any such Business Contract, Transferable Permit, Fuel Contract or Colstrip Contract to Purchaser in all cases in which such consent is or may be required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any for such consent(s) shall be borne by Sellerassignment. If any such consent shall not be obtained obtained, or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser's rights under the Transferred Asset in question and obligations so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of substantially all of such rightsrights and obligations, Seller shall (or cause its Affiliate to)cooperate with Purchaser in any reasonable arrangement, to the maximum extent permitted by Legal Requirement and the Transferred Assetlegally permissible, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such for Purchaser the benefits intended to be assigned to Purchaser under the relevant Business Contract, Transferable Permit, Fuel Contract or its Affiliate; providedColstrip Contract, that to including enforcement at the extent cost and for the account of Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such benefits are provided to Purchaser other party or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only otherwise. If and to the extent that such Liabilities do arrangement is not relate made in a manner reasonably satisfactory to Purchaser, Purchaser shall have no obligation pursuant to Section 1.02 or otherwise only with respect to any failure such Business Contract, Transferable Permit, Fuel Contract or Colstrip Contract. The provisions of this Section 1.08 shall not affect the right of Purchaser not to performconsummate the transactions contemplated by this Agreement as provided in Section 1.10 or if the conditions to its obligations hereunder contained in Sections 6.05, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing6.06 and 6.07 have not been fulfilled.

Third Party Consents. To Subject to the extent that rights provisions of Seller or any Affiliate Section 7.7 and Section 7.8: Each of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may not be assigned to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawfulBuyer Parties on one hand, and Seller or its Affiliate the Company Parties, on the other hand, shall use commercially their respective reasonable best efforts to obtain any such third party Consents, including any Consents from Governmental Bodies, (a) necessary, proper or advisable to consummate any of the Merger Transactions, or (b) disclosed in Section 4.2(c) of the Disclosure Letter, or (c) required consent(s) as promptly as possibleto prevent, individually or in the aggregate, a Material Adverse Effect of the Acquired Companies from occurring prior to the Merger Effective Time. The expenses incurred by Seller and its Affiliate(s) In the event that the Company Parties shall fail to obtain any third party Consent described in this Section 7.6, the Company Parties shall use their respective reasonable best efforts, and shall take such consent(sactions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and the Buyer Parties and their respective businesses resulting, or which would reasonably be expected to result, after the Merger Effective Time, from the failure to obtain such Consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any Consent from any Person with respect to any of the Merger Transactions, (a) without the prior written consent of Parent, none of the Acquired Companies shall pay or commit to pay to such Person whose Consent is being solicited any material amounts of cash or other consideration, make any material commitment or incur any material Liability or other obligation due to such Person, and (b) none of the Buyer Parties or their respective Affiliates shall be borne by Seller. If required to pay or commit to pay to such Person whose Consent is being solicited any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate material amounts of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty cash or other breachconsideration, default make any material commitment or violation by Seller incur any material Liability or an Affiliate of Seller on or prior to the Closingother obligation.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Assigned Contract or Governmental Authorization Permit constituting a Transferred Asset, or any other Transferred Asset, or Seller’s rights to operate the Business, may not be assigned to Purchaser Buyer without the consent consent, Permit, waiver, authorization, order or other approval of another Person (any of the foregoing, a “Transaction Consent”) which has not been obtained, this Agreement shall not constitute an agreement to assign the same sell, assign, convey, transfer or deliver any interest in any such right or Transferred Asset if an attempted assignment would constitute a breach thereof or be unlawful. Subject to the costs and expenses to be borne by Buyer pursuant to Section 6.2, and Seller or Seller, at its Affiliate expense, shall use its commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any Transaction Consent, other than a Necessary Consent required and not waived by Buyer as a condition to Buyer’s obligations pursuant to Section 7.2(j) above, is not obtained and in effect as of the Closing, such consent shall not be obtained or if that any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ adversely affect Buyer’s rights under the a Transferred Asset in question so that Purchaser or an Affiliate of Purchaser Buyer’s ability to operate the Business after the Closing, or the Parties would not in effect acquire be unable to consummate the benefit of all such rightstransactions contemplated by this Agreement, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement Law and the Transferred Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Transferred Asset, with the Purchaser Buyer in any other reasonable arrangement arrangement, as determined in Buyer’s sole discretion, that is designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingBuyer.

Third Party Consents. To the extent that rights any of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may the Purchased Assets is not be assigned to Purchaser assignable without the consent consent, waiver or approval of another Person which has not been obtainedperson, this Agreement shall not constitute an agreement to assign the same if assignment or an attempted assignment of such Purchased Asset. If such assignment or attempted assignment would constitute a breach thereof breach, violation or be unlawfuldefault with respect to such Purchased Asset, and then the Seller or shall, for the benefit of the Buyer, use its Affiliate shall use commercially reasonable efforts to obtain obtain, or cause to be obtained, such consents, waivers and approvals as soon as practicable following the Closing Date; provided that the Seller shall not be obligated to pay any amounts in respect of obtaining such required consent(s) as promptly as possible. The expenses incurred by consent, waivers or approvals and the Buyer shall cooperate with and assist the Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Sellerthis end. If any such consent consent, waiver or approval shall not be obtained despite the Seller’s commercially reasonable efforts to procure such consent, waiver or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under approval, then the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) Buyer shall cooperate with the Purchaser in any other reasonable arrangement designed to provide such the Buyer with the benefits intended to Purchaser or its Affiliate; provided, that be assigned to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after Buyer and the Closing but only obligations assumed by the Buyer with respect to the extent that such Liabilities do not relate to underlying Purchased Asset, including, without limitation, in the case of any failure to performAssigned Contracts, improper performance, warranty or other breach, default or violation by having the Seller or an Affiliate of Seller on or prior subcontract to the ClosingBuyer for the completion of work under such Assigned Contracts on terms that are financially neutral relative to the what the financial position of the Buyer and the Seller would have been had the consent been obtained. Nothing contained in this Section 1.4(c) shall modify or otherwise affect the condition set forth in Section 6.4.

Third Party Consents. To the extent that the Sellers’ rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtainedobtained prior to Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate the Sellers, at their expense, together with Buyer, shall each use their respective commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)the Sellers, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent agent, in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other commercially reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision of this Section 2.11 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.2(c) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible elects to proceed to consummate the transactions contemplated by this Agreement for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.

Third Party Consents. To If the extent that rights assignment or transfer of Seller any asset included in the Transferred Assets (including any Later Discovered Contract) or any Affiliate of Seller under any Contract claim, right or Governmental Authorization constituting a Transferred Assetbenefit arising thereunder or resulting therefrom, may not be assigned to Purchaser without the consent of another Person which has not been obtaineda Third Party, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or other contravention of the rights of such Third Party, would be unlawfulineffective with respect to any party to an agreement concerning such asset, and claim, right or benefit, or, upon assignment or transfer, would in any way adversely affect the rights of Seller or its Affiliate or, upon transfer, Purchaser (each, a “Non-Assignable Right”), then Seller shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any consent after the execution of this Agreement until such consent(s) shall be borne by Sellerconsent is obtained. If any such consent shall cannot be obtained prior to the Closing, then, notwithstanding anything to the contrary in this Agreement or if any attempted Related Document, (a) this Agreement and the related instruments of transfer shall not constitute an assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under transfer of the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightsapplicable Non-Assignable Right, and Seller shall use its commercially reasonable efforts to obtain such consent as soon as possible after the Closing and (or cause b) Seller shall use its Affiliate to)commercially reasonable efforts to obtain for Purchaser substantially all of the practical benefit and burden of such Non-Assignable Right, to the maximum extent permitted including by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to obtain for it the benefits thereunder; Purchaser and Seller and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that subject to the extent such benefits are provided to Purchaser or any Affiliate consent and control of Purchaser, Purchaser enforcement, at the cost and for the account of Purchaser, of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. Notwithstanding anything to the contrary in this Agreement (a) neither Seller nor any of its Affiliates shall be responsible for all corresponding Liabilities arising after the Closing but only required to the extent that such Liabilities do not relate pay money to any failure to performthird party, improper performance, warranty commence any Legal Proceeding or other breach, default offer or violation by Seller or an Affiliate grant any negative concessions in connection with such efforts and (b) such benefits shall be calculated net of Seller on or prior to the Closingadditional documented out-of-pocket costs in connection therewith (including Taxes).

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer's rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as Purchaser’s Buyer's agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser Buyer. Without releasing Seller form its obligations to take good faith efforts to obtain approval or its Affiliate; providedconsent to assignments, that or to perform under the Purchased Asset for the benefit of Buyer, Seller shall not be held liable for any inability of Buyer to assume any Contract or Permit to be assumed pursuant to this Agreement. Notwithstanding any provision in this Section 2.08 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser the Buyer without the consent of another Person which has not been obtainedobtained prior to the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller or its Affiliate and the Buyer shall work together in good faith and the Seller shall use its commercially reasonable efforts to obtain any such required consent(s) or assignment for the benefit of the Buyer as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ the Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser the Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)the Seller, to the maximum extent permitted by Legal Requirement Law and the Transferred Purchased Asset, (i) shall act after the Closing as Purchaserthe Buyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement requested by the Buyer designed to provide such benefits to Purchaser or its Affiliate; provided, that the Buyer. Notwithstanding any provision in this Section 2.08 to the extent such benefits are provided contrary, the Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until the Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To Notwithstanding anything to the extent that rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may not be assigned to Purchaser without the consent of another Person which has not been obtainedcontrary in this Agreement, this Agreement shall not constitute an agreement to assign the same or transfer any Contracts, Leases or Personal Property, if an attempted assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a third party would constitute a breach or violation thereof or affect adversely the rights of Purchaser or Seller thereunder; and any transfer or assignment to Purchaser by Seller of any interest under any such Contracts, Leases or Personal Property, that requires the consent or approval of such third party shall be unlawfulmade subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, and Seller or shall continue to cooperate in all reasonable respects with Purchaser in its Affiliate shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act approval after the Closing Date until such time as Purchaser’s agent such consent or approval has been obtained, and Seller will cooperate in order to obtain for it the benefits thereunder; and (ii) cooperate all reasonable respects with the Purchaser in any other reasonable lawful and economically feasible arrangement designed to provide that Purchaser shall receive the interest of the Seller in the benefits under any such benefits Contracts, Leases or Personal Property and indemnify Purchaser against any liabilities directly attributable to the failure to secure such consent or approval (except that any such arrangement shall not require performance by Seller as an agent of Purchaser); provided that Purchaser shall undertake to and shall pay or its Affiliate; provided, that satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor if such benefits are provided to Purchaser consent or any Affiliate of Purchaser, Purchaser approval had been obtained. Seller’s indemnification in this Section 18 shall be responsible for all corresponding Liabilities arising after the Closing but only subject to the extent that such Liabilities do not relate Limitations as to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate Claims detailed in Section 12(c) of Seller on or prior to the Closingthis Agreement.

Third Party Consents. To If the extent that rights assignment or transfer of Seller any asset included in the Purchased Assets or any Affiliate of Seller under any Contract claim, right or Governmental Authorization constituting a Transferred Assetbenefit arising thereunder or resulting therefrom, may not be assigned to Purchaser without the consent of another Person which has not been obtaineda Third Party, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or other contravention of the rights of such Third Party, would be unlawfulineffective with respect to any party to an agreement concerning such asset, and claim, right or benefit, or, upon assignment or transfer, would in any way adversely affect the rights of Seller or its Affiliate or, upon transfer, Buyer (each, a “Non-Assignable Right”), then Seller shall use its commercially reasonable efforts efforts, at Seller’s sole cost and expense, to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any consent after the execution of this Agreement until such consent(s) shall be borne by Sellerconsent is obtained. If any such consent shall cannot be obtained prior to the Closing, then, notwithstanding anything to the contrary in this Agreement or if any attempted Related Document, (a) this Agreement and the related instruments of transfer shall not constitute an assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under transfer of the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightsapplicable Non-Assignable Right, and Seller shall (or cause use its Affiliate to)commercially reasonable efforts, at Seller’s sole cost and expense, to obtain such consent as soon as possible after the maximum extent permitted Closing; and (b) Seller shall use its commercially reasonable efforts, at its sole cost and expense, to obtain for Buyer substantially all of the practical benefit and burden of such Non-Assignable Right, including by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to obtain for it the benefits thereunder; Buyer and Seller and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that subject to the extent consent and control of Buyer, enforcement, at the cost and for the account of Buyer, of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such benefits are provided other party or otherwise. Notwithstanding the foregoing, (x) Seller shall not be required to Purchaser or pay any Affiliate of Purchaser, Purchaser amount to any such Third Party in connection with its obligations under this Section 2.6 and (y) the Lilly Consent shall be responsible for all corresponding Liabilities arising after delivered at the Closing but only pursuant to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingSection 2.4(b)(ii).

Third Party Consents. To (a) Notwithstanding Section 2.2(a)(ii), (iii) or (iv), to the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, warranty may not be assigned to Purchaser without the consent of another Person person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially its reasonable best efforts to obtain prior to the Closing any such required consent(sconsents with respect to any Material Contracts or material warranties. (b) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) Buyer agree that if any consent to obtain an assignment of any such consent(s) shall be borne by Seller. If any such consent Material Contract or material warranty shall not be obtained or if any attempted assignment would in Seller's reasonable opinion be ineffective or would impair Purchaser any material rights and obligations of Buyer under such Material Contract or its Affiliates’ rights under the Transferred Asset in question material warranty, as applicable, so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rightsrights and obligations, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Assetsuch Material Contract or material warranty, (i) act as applicable, shall after the Closing appoint Buyer to be Seller's representative and agent with respect to such Material Contract or material warranty, as Purchaser’s agent applicable, and Seller shall, to the maximum extent permitted by law and such Material Contract or material warranty, as applicable, enter into such reasonable arrangements with Buyer as are necessary to provide Buyer with the benefits and obligations of such Material Contract or material warranty, as applicable. Notwithstanding any of the foregoing, in order the event that Seller is unable to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed a consent from a Power Seller to provide an assignment of a PPA, such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser PPA shall be responsible for all corresponding Liabilities arising governed by Section II of Schedule 2.4 attached hereto. Seller and Buyer shall cooperate and shall each use their reasonable best efforts after the Closing but only to the extent that obtain an assignment of each such Liabilities do not relate Material Contract or material warranty, as applicable, to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingBuyer.

Third Party Consents. To the extent that Seller's or Holdings' rights of Seller or any Affiliate of Seller under any Contract Contracts, Authorizations (as defined in Section 3.1(j)), Permits, Equipment Leases, Real Estate Leases, or Governmental Authorization constituting a Transferred Asset, other Assets may not be assigned to Purchaser transferred in accordance with the terms of this Agreement without the consent of another Person person, which consent has not been obtainedobtained prior to the Closing, this Agreement shall not constitute an agreement to assign or transfer the same if an attempted assignment or transfer would constitute a breach thereof or be unlawful, and Seller or Purchaser and Seller, each at its Affiliate own expense, shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment or transfer would be ineffective or would impair Purchaser or its Affiliates’ Holdings' rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser Holdings would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and by the Transferred terms of any documents affecting the Asset, (i) shall act for one year after the Closing as Purchaser’s Holdings' agent in order to obtain for it Holdings the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by law and by the terms of any document affecting the Asset, with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser Holdings. Seller agrees to pay any termination or its Affiliate; provided, that to the extent assignment fees provided in such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingagreements.

Third Party Consents. To the extent that rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may not be assigned to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts to obtain and to cooperate with Purchaser in the effort to obtain, as soon as reasonably practicable, all permits, authorizations, consents, waivers and approvals (collectively, “Consents”) from third parties or Governmental Authorities necessary to consummate this Agreement and the transactions contemplated hereby. Each party hereto shall promptly provide the other parties with copies of any communication, including any written objection, litigation or administrative proceeding that challenges the transactions contemplated hereby received by such required consent(s) as promptly as possibleparty from any Governmental Authority or any other Person regarding transactions contemplated hereby. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent This Agreement shall not be obtained operate to assign any Contract, or any claim, right or benefit arising thereunder or resulting therefrom, if any an attempted assignment thereof, without the Consent of a third party thereto, would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other constitute a breach, default or violation by other contravention thereof or in any way adversely affect the rights of Seller or an Affiliate of Seller Purchaser thereunder. If a Consent required pursuant to any Contract to consummate the transactions contemplated hereby is not obtained on or prior to the ClosingClosing Date then, to the extent permitted by Law (until such time as such Consent is obtained): (a) Seller shall use commercially reasonable efforts, at its sole expense, to (i) provide to Purchaser the benefits of the applicable Contract, (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of the applicable Contract to Purchaser, including entering into subcontracts for performance and (iii) enforce at the request of Purchaser and for the account of Purchaser any rights of Seller arising from any such Contract; and (b) Purchaser shall use commercially reasonable efforts to the extent permitted under the applicable Contract, to provide for the performance of the obligations of Seller on any reasonable and lawful basis.

Third Party Consents. To the extent that Transferor’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, Received Asset may not be assigned to Purchaser Transferee without the consent consent, authorization, waiver or release of another Person any other individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity (each, a “Person”) which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Transferor, at its Affiliate expense, shall use commercially reasonable efforts to obtain any such required consent(s) consent, authorization, waiver or release as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent consent, authorization, waiver or release shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Transferee’s rights under the Transferred Received Asset in question so such that Purchaser or an Affiliate of Purchaser Transferee would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Transferor, to the maximum extent permitted by Legal Requirement applicable law and the Transferred Received Asset, (i) shall act after the Closing as PurchaserTransferee’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by applicable law and the Received Asset, with the Purchaser Transferee in any other reasonable arrangement satisfactory to Transferee designed to provide such benefits to Purchaser Transferee (including, without limitation, assigning, transferring, conveying and delivering to Transferee the relevant Received Asset(s) to which such consent, authorization, waiver or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible release relates for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingno additional consideration).

Third Party Consents. To the extent that the Company’s rights of Seller under any Assigned Contract, or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate the Company shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit and burdens of all such rights, Seller the Company shall (or cause use its Affiliate to), reasonable best efforts to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as PurchaserBuyer’s agent (at Buyer’s expense) in order to obtain for it the benefits thereunder; and (ii) burdens thereunder and shall reasonably cooperate with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits and burdens to Purchaser Buyer. Buyer agrees that the Company shall have not any liability whatsoever to Buyer arising out of or its Affiliate; provided, that relating to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to performobtain any such consent or give any such notice, improper performanceand no representation, warranty or other breachcovenant of the Company herein shall be breached or deemed breached, default and no condition shall be deemed not satisfied, as a result of such failure or violation any suit, litigation, claim, action, arbitration, cease and desist letter or proceeding or investigation commenced or threatened by Seller or an Affiliate on behalf of Seller on any person arising out of or prior relating to the Closingfailure to obtain any such consent.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller except as otherwise provided in Section 6.20 or elsewhere in this Agreement, Seller, at its Affiliate expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent reasonably permitted by Legal Requirement Law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) shall cooperate reasonably, to the maximum extent reasonably permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.12 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Assumed Contract or Governmental Authorization constituting a Transferred Asset, other Purchased Asset may not be assigned to Purchaser without the approval, consent or waiver of another Person which has not been obtainedperson, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially its reasonable commercial efforts to obtain any such required approval(s), consent(s) and waiver(s) as promptly as possible. The expenses incurred by Seller SCHEDULE 2.3 of the Disclosure Schedule sets forth and its Affiliate(s) to obtain any describes all of such consent(s) shall be borne by Sellerapprovals, consents or waivers. If any such approval, consent or waiver shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser's rights under the Transferred Assumed Contract or other Purchased Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightsrights and if Purchaser shall elect to effect the Closing notwithstanding its rights under 5.1.6 to the contrary, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Assumed Contract or other Purchased Asset, (i) shall act after the Closing as Purchaser’s 's agent in order to obtain for it the benefits thereunder; benefit of all such rights thereunder and (ii) shall cooperate with the Purchaser in any other reasonable arrangement designed mutually agreeable arrangements to provide the benefit of all such benefits rights to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract agreement, contract, commitment, Lease, Authorization or Governmental Authorization constituting a Transferred Asset, other Purchased Asset to be assigned to Buyer hereunder may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially reasonable its best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller To the extent that Buyer's rights under any agreement, contract, commitment, lease, Authorization may not be assigned without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Buyer, at its Affiliate(s) expense, shall use its best efforts to obtain any such required consent(s) shall be borne by Selleras promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ a party’s rights under the Transferred Asset asset in question so that Purchaser or an Affiliate of Purchaser such party would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)each party, to the maximum extent permitted by Legal Requirement and the Transferred Assetlaw, (i) shall act after the Initial Closing as Purchaserthe other party’s agent in order to obtain for it the benefits thereunder; there under and (ii) cooperate with shall cooperate, to the Purchaser maximum extent permitted by law, in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingappropriate party.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser U.S. Buyer without the consent of another Person which and such consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially its reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Sellerreasonably practicable. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would materially impair Purchaser U.S. Buyer’s rights with respect to the Contract, Permit or its Affiliates’ rights under the Transferred other Purchased Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightsquestion, then at U.S. Buyer’s request, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser U.S. Buyer in any other reasonable arrangement designed to provide to U.S. Buyer the benefits with respect such benefits Purchased Asset, including without limitation, enforcement for the account of U.S. Buyer of any and all rights of the Seller against the other party to Purchaser any Assigned Contract arising out of the breach or its Affiliatecancellation thereof by such party or otherwise; provided that such cooperation by the Seller shall not cause the Seller to violate any terms of any Contract, Permit or other Purchased Asset; provided, further, that U.S. Buyer shall assume all of the post-Closing liabilities of the Seller under such Contract, Permit or other Purchased Asset (other than Excluded Liabilities) to the extent such to which U.S. Buyer receives the post-Closing benefits are provided to Purchaser or thereof. Notwithstanding any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only provision in this Section 2.10 to the extent that such Liabilities do contrary, Seller shall not relate be required to obtain any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate consent listed on Section 2.10 of Seller on or prior to the ClosingDisclosure Schedules.

Third Party Consents. To Notwithstanding any provision to the contrary contained herein, to the extent that rights assignment hereunder by the Sellers to the Buyer of Seller any contract is not permitted or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may is not be assigned to Purchaser permitted without the consent of another Person which has not been obtaineda third party, this Agreement shall not be deemed to constitute an agreement undertaking to assign the same if such consent is not given or if such an attempted assignment undertaking otherwise would constitute a breach thereof of, or be unlawfulcause a loss of benefits under, and Seller or its Affiliate any such contract. The Sellers shall use commercially their reasonable best efforts, at their expense but without the obligation to incur any material expense, to obtain any and all such consents required for assignment of such contracts. Without in any way limiting the Sellers' obligation to use their reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller all consents and its Affiliate(s) waivers necessary for the sale, transfer, assignment and delivery of the contracts to obtain any such consent(s) shall be borne by Seller. If any delivered to the Buyer, if such consent shall is not be obtained or if such assignment is not permitted irrespective of consent, the Sellers shall cooperate with the Buyer in any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights reasonable lawful arrangement designed to provide for Buyer the benefit under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire any such contract, including enforcement for the benefit of all the Buyer, acting as agent on behalf of the Buyer, or as the Buyer shall otherwise reasonably require. If the Sellers provide to Buyer the benefits under any such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Assetcontract, (i) act the Buyer shall be responsible for, and shall pay, all obligations relating thereto on the same basis as if such contract had been assigned to and assumed by the Buyer, (ii) the Buyer shall reimburse the Sellers for any payments made by the Sellers pursuant to the terms of any such contract after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; Date and (iiiii) cooperate with the Purchaser in any other reasonable arrangement designed Buyer shall indemnify the Sellers for the Buyer's failure to provide make such benefits to Purchaser payments or its Affiliatedischarge such obligations as if the same were Assumed Liabilities hereunder; provided, however, that Buyer shall only be liable for any obligations under such contract to the extent it receives the benefits under such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingcontract.

Third Party Consents. To the extent that Sellers’ rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtainedobtained as of the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate Sellers, at their expense, shall use commercially reasonable efforts Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. The ; provided Sellers shall not be required to pay any costs, fees or expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Sellerconsent other than nominal administrative or expense reimbursement fees. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rightsrights at the Closing, Seller shall (or cause its Affiliate to)Sellers, to the maximum extent permitted by Legal Requirement Law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.08 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer provides written waivers thereof. Notwithstanding the foregoing provisions of this Section 2.08, the provisions of Section 6.17 shall govern the respective rights and obligations of the parties related to approvals or any Affiliate consents of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only Governmental Authorities to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty transfer or other breach, default or violation by Seller or an Affiliate issuance of Seller on or prior to the ClosingPermits.

Third Party Consents. To the extent that Seller’s (or a Principal’s, if applicable) rights of Seller under any Material Contract or Permit constituting a Purchased Asset, or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Sellerpracticable. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement Law and the Transferred Purchased Asset, shall act (ior shall cause Principals to act, if applicable) act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.09 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, (a) this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and (b) Seller or its Affiliate and Buyer shall cooperate and use their respective commercially reasonable efforts efforts, prior to and following the Closing (provided that no party shall be required to expend any money (other than their own reasonable attorney’s fees and travel expenses in connection with customer meetings), incur any Liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party) to obtain any such required consent(s) consents as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall is not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer's rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as Purchaser’s Buyer's agent in order to obtain for it Buyer the benefits thereunder; and , Buyer shall be responsible for any payments required to be made in the ordinary course under the Purchased Asset (ii) cooperate excluding payments arising from Seller’s noncompliance with the Purchaser terms of any such Purchased Asset that is an Assigned Contract) and Seller and Buyer shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; providedBuyer, including, with respect to consents required under Contracts with subcontractors that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or obtained prior to the Closing, by Seller continuing to enforce such Contracts for the benefit of Buyer.

Third Party Consents. To the extent that Sellers’ rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate Sellers, at their expense, shall use commercially their reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Sellers, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or Buyer. Notwithstanding any provision in this Section 2.08 to the contrary, Buyer shall not be deemed to have waived its Affiliate; provided, that rights under Section 7.02(h) (to the extent of Assigned Contracts and Permits therein identified as closing conditions) hereof unless and until Buyer either provides written waivers thereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing (but in any event such benefits are provided election to Purchaser or any Affiliate of Purchaser, Purchaser proceed to consummate the transactions contemplated by this Agreement at Closing shall be responsible for all corresponding Liabilities arising after the without prejudice Sellers’ post-Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingundertakings and obligations under this Section 2.08 and Buyer’s rights and remedies with respect thereto).

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract agreement, contract, commitment, lease, Authorization (as defined in Section 4.12) or Governmental Authorization constituting a Transferred Asset, other Purchased Asset to be assigned to Buyer hereunder may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially reasonable its best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller To the extent that Buyer's rights under any agreement, contract, commitment, lease, Authorization (as defined in Section 4.12) may not be assigned without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Buyer, at its Affiliate(s) expense, shall use its best efforts to obtain any such required consent(s) shall be borne by Selleras promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ a party's rights under the Transferred Asset asset in question so that Purchaser or an Affiliate of Purchaser such party would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)each party, to the maximum extent permitted by Legal Requirement and the Transferred Assetlaw, (i) shall act after the Closing as Purchaser’s the other party's agent in order to obtain for it the benefits thereunder; there under and (ii) cooperate with shall cooperate, to the Purchaser maximum extent permitted by law, in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingappropriate party.

Third Party Consents. To the extent that rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may not be assigned to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate Sellers shall use commercially reasonable efforts to obtain any such required consent(sand to cooperate with Purchaser in the effort to obtain, as soon as reasonably practicable, all permits, authorizations, consents, waivers and approvals (collectively “Consents”) as promptly as possiblefrom third parties or Governmental Authorities necessary to consummate this Agreement and the transactions contemplated hereby. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent This Agreement shall not be obtained operate to assign any Contract, or any claim, right or benefit arising thereunder or resulting therefrom, if any an attempted assignment thereof, without the Consent of a third party thereto, would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other constitute a breach, default or violation by other contravention thereof or in any way adversely affect the rights of any Seller or an Affiliate of Seller Purchaser thereunder. If a Consent required to assign any Contract (including a Receivable) is not obtained on or prior to the Closing.Closing Date then, to the extent permitted by Law (until such time as such Consent is obtained and the assignment of such Contract to Purchaser is effected to Purchaser’s reasonable satisfaction): (a) Sellers shall use commercially reasonable efforts, at their sole expense, to (i) provide to Purchaser the benefits of the applicable Contract, (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of the applicable Contract to Purchaser, including entering into subcontracts for performance and (iii) enforce at the request of Purchaser and for the account of Purchaser any rights of Sellers arising from any such Contract; and (b) Purchaser shall use commercially reasonable efforts to the extent permitted under the applicable Contract, to provide for the performance of the obligations of Sellers on any reasonable and lawful basis. Until such time as any required Consent is obtained and the assignment of the applicable Contract to Purchaser is effected to Purchaser’s reasonable

Third Party Consents. To Anything in this Agreement to the extent that rights contrary notwithstanding, in the event that: (a) an assignment or purported assignment to Buyer of Seller any Contract, or any Affiliate of Seller under any Contract claim, right or Governmental Authorization constituting a Transferred Assetbenefit arising thereunder or resulting therefrom, may not be assigned to Purchaser without the consent of another Person which has not been obtainedother parties thereto, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawfulwould not result in Buyer receiving all of the rights of Seller thereunder, and (b) such consent shall not have been obtained prior to the Closing, then (i) Seller or its Affiliate shall hold any and all such Contracts in trust for Buyer; and (ii) Seller shall authorize Buyer to perform all covenants, obligations and responsibilities of Seller under such Contracts and (iii) all benefits and rights under such Contracts shall be for Buyer’s account. In those circumstances, if requested by Buyer, Seller will use commercially reasonable efforts to obtain any such required consent(s) as consent promptly as possibleafter the Closing. The expenses incurred by Seller If such consent is not obtained, Seller, at the Buyer’s request, shall cooperate with Buyer in any reasonable arrangement to provide Buyer with the full claims, rights and its Affiliate(s) to obtain benefits under any such consent(s) shall be borne Contract, including granting Buyer sublicenses and passing through to Buyer the right to use services and Technology provided by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under third Persons, and including enforcement at the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire cost and for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such rightsthird party or otherwise, and any amount received by Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser respect thereof shall be responsible held for all corresponding Liabilities arising after the Closing but only and promptly paid over to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingBuyer.

Third Party Consents. To the extent that rights of Seller or any Affiliate of Seller under any Business Contract or Governmental Authorization constituting a Transferred Asset, may Business License is not be assigned to Purchaser assignable without the consent of another Person which has not been obtainedparty, this Agreement shall not constitute an agreement to assign the same assignment or an attempted assignment thereof if an such assignment or attempted assignment would constitute a breach thereof or be unlawful, and thereof. Seller or its Affiliate shall use its commercially reasonable best efforts to obtain the consent or waiver of such other party for the assignment of any such Business Contract or Business License to Purchaser in all cases in which such consent or waiver is or may be required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any for such consent(sassignment so that the condition set forth in Section 7.03(e) shall be borne by Sellersatisfied. If any such consent or waiver shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightsobtained, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other commercially reasonable arrangement proposed by Purchaser (after consultation with Seller), or proposed by Seller and accepted by Purchaser, which is designed to provide such for Purchaser the benefits intended to be assigned to Purchaser under the affected Business Contract or its Affiliate; providedBusiness License, that to including enforcement at the extent cost and for the account of Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such benefits are provided to Purchaser other party or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only otherwise. If and to the extent that such Liabilities do arrangement cannot relate be made, Purchaser shall have no obligation pursuant to any failure provision of this Agreement with respect to perform, improper performance, warranty any such Business Contract or other breach, default or violation Business License. The provisions of this Section 2.06 shall not affect the right of Purchaser not to consummate the purchase of Purchased Assets contemplated by Seller or an Affiliate of Seller on or prior this Agreement if any condition to Purchaser's obligation to purchase the ClosingPurchased Assets set forth in Article VII has not been satisfied.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract agreement, contract, commitment, or Governmental Authorization constituting a Transferred Asset, other Purchased Asset to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially reasonable its best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser's rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as Purchaser’s 's agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by law and the Purchased Asset, with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser Purchaser. Notwithstanding the foregoing, it is an express condition of Closing that Seller shall have obtained an assignment of all engine supply agreements, or its Affiliate; provided, that to the extent such benefits are provided new agreements with terms satisfactory to Purchaser or any Affiliate in its sole discretion shall have been entered into by Purchaser to assure the continuous supply of Purchaser, Mazda engines to Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingDate.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller Until such consents are obtained and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If if any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser Buyer. Notwithstanding the foregoing, Seller shall in no event be required to expend money, commence, defend or its Affiliate; providedparticipate in any litigation, that to the extent such benefits are provided to Purchaser or offer or grant any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate accommodation (financial or otherwise) to any failure third party or to perform, improper performance, warranty remain secondarily liable with respect to any such Contract or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingPermit.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract Contract, Permit or Governmental Authorization constituting a Transferred Asset, other Asset to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Shareholders and Seller, at their and its expense, shall (and Shareholders shall cause Seller or to) use his and its Affiliate shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser’s rights under in and to the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of substantially all of such rights, Seller shall (or and Shareholders shall cause its Affiliate Seller to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as at Purchaser’s agent in order to obtain for it reasonable request and at the benefits thereunder; expense of Seller and (ii) Shareholders, cooperate with the Purchaser in any other commercially reasonable arrangement designed to provide such benefits to Purchaser Purchaser. The foregoing shall not be construed to limit or its Affiliate; provided, that modify any of the conditions precedent to Purchaser’s obligation to consummate the transactions contemplated hereby pursuant to the extent such benefits are provided to Purchaser or any Affiliate provisions of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingArticle VI hereof.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser Buyer, including holding in trust for and paying to Buyer promptly upon receipt thereof, all such income, proceeds and other monies received by Seller to under such Contract or its Affiliate; provided, that Purchased Asset. Provided the Seller helps the Buyer obtain the benefits of such Purchased Asset pursuant to the extent such benefits are provided to Purchaser or any Affiliate of Purchaserforegoing, Purchaser there shall be responsible for all corresponding Liabilities arising after the Closing but only no reduction to the extent that Purchase Price for the inability to transfer such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingPurchased Asset.

Third Party Consents. To the extent that Sellers' rights of Seller or any Affiliate of Seller under any Contract Assumed Contract, Authorization or Governmental Authorization constituting a Transferred Asset, other Asset to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser's rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Sellers, to the maximum extent permitted by Legal Requirement and the Transferred Assetlaw, (i) shall act after the Closing as Purchaser’s 's agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by law, with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; Purchaser, provided, that to the extent that, in such benefits are provided to Purchaser or any Affiliate of Purchaserevent, Purchaser shall be responsible for indemnify and hold harmless Sellers from and against, and reimburse Sellers for, any and all corresponding Liabilities arising after the Closing but only liability or out-of-pocket costs or expense incurred by Sellers in providing such benefits to the extent that such Liabilities do not Purchaser, other than any suchliabilities or obligations as may relate to or arise out of any failure to perform, improper performance, warranty claim that the Contract or other breach, default Authorization has been violated by the assignment of the same in any instance where the Purchaser loses the benefit of the use of such Contract or violation by Seller or an Affiliate of Seller on or prior to the ClosingAuthorization.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, contracts relating to the Medicaid Business may not be assigned to Purchaser without the consent of another Person a third party, which consent has not been obtainedobtained prior to Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. Seller, and Seller or at its Affiliate expense, shall use its commercially reasonable efforts to obtain any such required consent(s) consent as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Sellerpossible after Closing. If any such consent shall consents are not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer's rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and by the Transferred Assetterms of the applicable contract(s), (i) act after the Closing at Seller's expense, shall use its reasonable best efforts in acting as Purchaser’s Buyer's agent in order to obtain for it Buyer the benefits thereunder; , and (ii) cooperate shall cooperate, to the maximum extent permitted by law and by the terms of the applicable contract(s), with the Purchaser Buyer in any other reasonable arrangement designed to provide the benefits of such benefits contracts to Purchaser or its Affiliate; providedBuyer. Seller shall, that without further consideration therefor, pay and remit to the extent Buyer promptly all monies, rights, and other considerations received in respect of the Buyer's performance of any obligations, and, at the Buyer's request, shall direct that such benefits payments be made directly to the Buyer. Without limiting the foregoing, Sellers shall not terminate any such contract without the prior written consent of Buyer. Buyer may, from time to time, upon five (5) Business Days' written notice to Seller, terminate any arrangements which are provided the subject of this Section 2.7.3 with respect to Purchaser periods after such notice, without liability or further obligation to Seller or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingthird party.

Third Party Consents. To the extent that rights of Seller does not obtain any required third-party consents set forth on Schedule 3.4 prior to the Closing, Seller shall reasonably cooperate with Purchaser for a period not to exceed one year to the extent requested by Purchaser to make or any Affiliate of obtain (or cause to be made or obtained) as promptly as practicable all such consents. Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may shall not be assigned obligated to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts make any payment to obtain any such required consent(sconsents. Purchaser acknowledges and agrees that (i) as promptly as possible. The expenses incurred by Seller certain consents may be necessary from parties to Assumed Contracts in connection with the transactions contemplated herein in order not to constitute a breach or violation of or a default under, conflict with or give rise to or create any right or obligation under, such Assumed Contracts, which consents have not been obtained and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall may not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), prior to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunderClosing; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that except to the extent such benefits are expressly stated in Article 3, Seller has not made (and no Person on behalf of Seller has made) any representation or warranty or similar assurance regarding the need for or desirability of any consent or approval by, notification to or filing with any Person. The Parties shall not willfully take any action with the purpose of delaying, impairing or impeding the receipt of any required consents, authorizations and approvals. Purchaser agrees that, except as otherwise expressly provided in Section 2.9, Article 6 or this Section 5.12 (or as a result of a breach of any representation or warranty in Article 3), Seller will not have any obligation whatsoever to Purchaser or any Affiliate of Purchaserits Affiliates arising out of, Purchaser shall be responsible for all corresponding Liabilities arising after relating to or resulting from the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by obtain any consent (provided that Seller or an Affiliate of Seller on or prior to the Closinghas performed its obligations hereunder).

Third Party Consents. The Equity Entities shall use their commercially reasonable efforts to obtain the consents of the other contracting parties to the transactions contemplated hereby to the extent required by the Station Agreements requiring such consent. The delivery of such consents with respect to the Station Agreements that are identified on Schedule 3.17(a) to be material to the operation of the Stations (“Material Station Agreements”) shall, pursuant to Section 8.6, be a condition to Buyer’s obligation to close. To the extent that rights transfer or assignment hereunder by the Equity Entities to Buyer of Seller any Station Agreement or any Affiliate of Seller under any Contract license is not permitted or Governmental Authorization constituting a Transferred Asset, may is not be assigned to Purchaser permitted without the consent of another Person which has not been obtainedPerson, this Agreement shall not be deemed to constitute an agreement undertaking to assign the same if such consent is not given or if such an attempted assignment undertaking otherwise would constitute a breach thereof or be unlawfulcause a loss of benefits thereunder. If, and Seller other than with respect to the Material Station Agreements, any such third party consent, approval or its Affiliate waiver is not obtained before the Closing, for a period continuing until the earlier of the first anniversary of the Closing Date or such consent, approval or waiver is obtained, the parties shall use their commercially reasonable efforts in good faith to obtain cooperate, and to cause each of their respective Affiliates to cooperate, in effecting any such required consent(s) as promptly as possible. The expenses incurred by Seller lawful arrangement to provide to Buyer the economic benefits of the Station Agreements for which third party consents, approvals, and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightswaivers are being sought after Closing, Seller shall (or cause its Affiliate to)and Buyer shall, to the maximum extent permitted by Legal Requirement Buyer is provided with the benefits thereunder, assume and discharge the Transferred Asset, (i) act obligations under the Station Agreements after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingDate.

Third Party Consents. To the extent that Sellers’ rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, Purchased Asset may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtainedobtained prior to the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate Sellers shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller possible following the Closing, at Sellers’ cost and its Affiliate(s) to obtain any such consent(s) shall be borne by Sellerexpense. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller then Sellers and Buyer shall (or cause its Affiliate to)cooperate in any lawful and commercially reasonable arrangement, as Sellers and Buyer shall agree, under which Buyer would, to the maximum extent permitted practicable, obtain the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by Legal Requirement and the Transferred Assetsubcontracting, (i) act after the Closing as Purchaser’s agent sublicensing or subleasing to Buyer. Sellers shall promptly pay Buyer when received all monies received by Sellers under such Purchased Asset or any claim or right or any benefit arising thereunder. Notwithstanding any provision in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that this Section 2.08 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02 hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To The Parties shall cooperate to obtain all required third party consents on terms reasonably satisfactory to the extent Purchaser, provided, however, that rights obtaining a third party consent, the failure of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Assetwhich would not have Material Adverse Effect, may will not be assigned considered a condition to the Purchaser’s obligation to consummate the transactions contemplated by this Agreement. In the event that the Purchaser without requires material modifications to any agreement that would delay the receipt of any consent, the Purchaser hereby agrees it will waive the requirement of such consent for the purposes of another Person which has not been obtainedconsummating the transactions contemplated by this Agreement. The Seller is solely responsible for all fees and costs associated with obtaining any and all consents and assignments. With regard to any leases or contracts related to the Leased Real Property, this Agreement shall not constitute an agreement regardless of the Parties’ inability to assign obtain some or all third-party consents and/or the same if an attempted ineffectiveness of the assignment would constitute a breach thereof of the leases or be unlawfulcontracts to the Purchaser, and Seller or its Affiliate shall use commercially reasonable efforts notwithstanding anything to obtain any such required consent(s) as promptly as possible. The expenses incurred by the contrary in this Agreement, the Purchaser will assume, agree to discharge, be responsible for and indemnify, defend, protect and hold the Seller and its Affiliate(saffiliates harmless from and against all rents, percentage rents, operating costs, losses, liabilities, claims, demands, costs, damages, obligations and other amounts whatsoever payable under such leases or contracts, including reasonable attorneys’ fees, that (A) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained arise or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement accrue from and the Transferred Asset, (i) act after the Closing Closing, or (B) result from or are payable as Purchaser’s agent a result of or in order to obtain for it the benefits thereunder; and (ii) cooperate connection with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the Closingthis Agreement.

Third Party Consents. To Notwithstanding any other provision of this Agreement, to the extent that Seller's rights of Seller under or with respect to any Affiliate of Seller under any Contract Contract, Lease, Listing, Permit or Governmental Authorization constituting a Transferred Asset, other asset to be assigned or transferred to or sublet by Buyer may not be so assigned to Purchaser or transferred or sublet without the consent or other approval of another Person which consent or other approval has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same such asset if an attempted assignment or agreement to assign such asset would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) consent or other approval promptly; Seller's obligation to seek to obtain any such consent(s) consent or other approval, to the extent Buyer may so request, shall be borne by Sellercontinue after the Closing. If any such consent or other approval shall not be obtained or if any attempted assignment would be ineffective or would materially impair Purchaser or its Affiliates’ Buyer's rights under the Transferred Asset instrument in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Assetinstrument, (i) shall act after the Closing as Purchaser’s Buyer's agent in order to obtain for it the benefits thereunder; pursuant thereto and (ii) cooperate shall cooperate, to the maximum extent permitted by law and the instrument, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser Buyer; provided that Seller's agreement to act as agent for Buyer pursuant to this sentence shall not require Seller to expend any sum or its Affiliate; providedcommence any action or proceeding unless Buyer shall so request, that to in which case Buyer shall pay or reimburse Seller for any such sum or the extent cost of such benefits are provided to Purchaser action or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingproceeding.

Third Party Consents. To Notwithstanding any other provision of this Agreement, the extent that rights provisions of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may this Section 5.3 shall not be assigned applicable to Purchaser the Assigned Agreements identified in the Indemnification Agreement. The parties acknowledge that certain of the Material Agreements and the rights and benefits thereunder may not, by their terms, be assignable without the consent of another Person which has not been obtained, this third parties. This Agreement shall not constitute an agreement to assign any such Material Agreement and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto would constitute a breach thereof or be unlawful, and in any way affect the rights of Seller or its Affiliate Buyer under any such Material Agreement. In such event, Seller shall cooperate with Buyer and use commercially reasonable efforts to obtain provide for Buyer all benefits to which Seller is entitled under such Material Agreement; provided however, that as to any such required consent(s) as promptly as possible. The expenses incurred Assigned Agreement set forth on Schedule 3.6, the assignment of which by Seller and its Affiliate(s) to obtain terms requires the prior written consent of any such consent(s) shall be borne by Seller. If any third party thereto, in the event such consent shall is not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under within thirty (30) days following the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, Closing Date (i) act after Buyer shall have the Closing as Purchaser’s agent in order right to obtain for it the benefits thereunder; refuse assignment of such Material Agreement and (ii) cooperate Seller shall have no further obligations to Buyer with the Purchaser in respect thereto and may terminate or take any other reasonable arrangement designed action with respect to provide such benefits Assigned Agreement without any liability to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingBuyer.

Third Party Consents. (a) To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Assumed Contract or Governmental Authorization constituting a Transferred Asset, other interest in the Assets may not be assigned to Purchaser without the consent of another Person which a third party and such consent has not been obtainedobtained before the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Buyer, to the maximum extent permitted by Legal Requirement law and the Transferred Assetany terms of or limitations relating to such asset, (i) act after the Closing as Purchaser’s agent in order shall use their Best Efforts to obtain for it Buyer the benefits thereunder; thereunder after the Closing, and (ii) shall cooperate with to the Purchaser maximum extent permitted by law and any terms of or limitations relating to such asset in any other reasonable arrangement designed to provide such benefits to Purchaser Buyer, including any sublease or its Affiliate; providedsubcontract or similar arrangement, that to and if Buyer has obtained such benefits, Buyer shall discharge Seller’s obligations thereunder arising from and after the extent Effective Time, except for any obligations arising because of a breach by Seller of the underlying Advertising Contract, Site Lease or other interest in the Assets. If the Closing is consummated notwithstanding the absence of such benefits are provided to Purchaser third party consents, at such time as any such consent has been obtained, such Assumed Contract or any Affiliate of Purchaser, Purchaser other interest shall be responsible for all corresponding Liabilities arising after assigned or transferred to Buyer automatically. (b) If certain Required Consents have not been obtained on or before the Closing, the Buyer shall withhold from the Closing but only Consideration, the holdback amount specified on Schedule 2.8(b) with respect to each such missing Required Consent, and the extent that total amount of such Liabilities do not relate holdback is referred to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to herein as the Closing.“

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract agreement, contract, commitment, lease, authorization or Governmental Authorization constituting a Transferred Asset, other Acquired Asset to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person person, which consent has not been obtainedobtained as of the Closing Date, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use its commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by ; provided that nothing contained herein shall require Seller and its Affiliate(s) to make any payment to obtain any such consent(s) shall be borne by Sellerthe subject consent. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser’s rights under the Transferred Acquired Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Acquired Asset, (i) shall act after the Closing date hereof as Purchaser’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by law and the Acquired Asset, with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.

Third Party Consents. To the extent that any rights of the Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, its Affiliates may not be assigned to Purchaser the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawfulunlawful or ineffective, and the Seller or and its Affiliate Affiliates, at their expense, shall use their commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ the Buyer’s rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser the Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)the Seller, to the maximum extent permitted by Legal Requirement and Law shall act (or cause the Transferred Asset, (iapplicable Affiliate to act) act after the Closing as Purchaserthe Buyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that the Buyer. Notwithstanding any provision in this Section 2.5 to the extent such benefits are provided to Purchaser or any Affiliate of Purchasercontrary, Purchaser (i) the Buyer shall be responsible liable for any and all corresponding Liabilities arising after actions taken by the Closing but only Seller as the Buyer’s agent pursuant to this Section 2.5, except to the extent that such Liabilities do the Seller (or the applicable Seller’s Affiliate) is negligent, acts in bad faith or commits fraud or malfeasance; and (ii) the Buyer shall not relate be deemed to any failure have waived its rights under Section 4.3 unless and until the Buyer either provides written waivers thereof or elects to perform, improper performance, warranty or other breach, default or violation proceed to consummate the transactions contemplated by Seller or an Affiliate of Seller on or prior to this Agreement at the Closing.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, (a) this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and (b) Seller or its Affiliate and Buyer shall cooperate and use their respective commercially reasonable efforts efforts, prior to and following the Closing (provided that no party shall be required to expend any money (other than their own reasonable attorney’s fees and travel expenses in connection with customer meetings), incur any Liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party) to obtain any such required consent(s) consents as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall is not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it Buyer the benefits thereunder; and , Buyer shall be responsible for any payments required to be made in the ordinary course under the Purchased Asset (ii) cooperate excluding payments arising from Seller’s noncompliance with the Purchaser terms of any such Purchased Asset that is an Assigned Contract) and Seller and Buyer shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; providedBuyer, including, with respect to consents required under Contracts with subcontractors that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or obtained prior to the Closing, by Seller continuing to enforce such Contracts for the benefit of Buyer.

Third Party Consents. To the extent that Seller's rights under any contract or permit constituting a portion of Seller the Asset, or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred other Asset, may not be assigned to the Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ the Purchaser’s rights under the Transferred Asset in question so that Purchaser or an Affiliate of the Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Asset, (i) shall act after the Closing as the Purchaser’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by law and the Asset, with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that the Purchaser. Notwithstanding any provision in this Section 2.5 to the extent such benefits are provided to Purchaser or any Affiliate of Purchasercontrary, the Purchaser shall not be responsible for all corresponding Liabilities arising after deemed to have waived its rights under Section 7.2(e) hereof unless and until the Closing but only Purchaser either provides written waivers thereof or elects to proceed to consummate the extent that such Liabilities do not relate to transactions contemplated by this Agreement at Closing. For purposes of this Agreement, “Person” means any failure to performindividual, improper performancecorporation (including not-for-profit), warranty general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Authority or other breach, default entity of any kind or violation by Seller or an Affiliate of Seller on or prior to the Closingnature.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.9 to the extent contrary, Buyer shall not be deemed to have waived its rights under Section 7.2(d) hereof unless and until Buyer either provides written waivers thereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing without such benefits are provided to Purchaser consents or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingassignments being obtained.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller except as otherwise provided in Section 6.20 or elsewhere in this Agreement, Seller, at its Affiliate expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent reasonably permitted by Legal Requirement Law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) shall cooperate reasonably, to the maximum extent reasonably permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.12 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or any Affiliate elects to proceed to consummate the transactions contemplated by this Agreement at Closing. Asset Purchase and Sale Agreement, between the Municipality of PurchaserAnchorage and Chugach Electric Association, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to performInc., improper performancedated as of December [●], warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.2018

Third Party Consents. To the extent that Sellers' rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate and, prior to Closing, Sellers, at Sellers' expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain , provided that Sellers shall assume no liability whatsoever if any such consent(s) shall cannot be borne by Sellerobtained. If any such consent shall not be obtained on or prior to the Closing Date or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer's rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Sellers, at the request and expense and under the direction of Buyer, acting reasonably, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as Purchaser’s Buyer's agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.11 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful; provided, however, that subject to the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and Seller or its Affiliate Buyer shall use commercially reasonable efforts efforts, and shall cooperate with each other, to obtain any such required consent(s) as promptly as possible. The expenses incurred by ; provided, however, that neither Seller and its Affiliate(s) to obtain any such consent(s) nor Buyer shall be borne required to pay any consideration therefor other than a consent or review fee that is expressly required by Sellerthe Assigned Contract. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Buyer and Seller shall (or cause its Affiliate to)use commercially reasonable efforts, to the maximum extent permitted by Legal Requirement Law and the Transferred Purchased Asset, (i) act after to enter into reasonable arrangements to provide to Buyer the Closing as Purchaser’s agent in order to obtain for it the economic and operational benefits thereunder; . Notwithstanding any provision in this Section 2.08 to the contrary, Buyer shall not be deemed to have waived its rights under Section 7.02(d) hereof, if and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided applicable, unless and until Buyer either provides written waivers thereof or elects to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To Unless otherwise agreed to by the Purchaser, to the extent that rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may is not be assigned to Purchaser assignable without the consent of another Person which has not been obtainedConsent, this Agreement shall not constitute an agreement to assign the same assignment or an attempted assignment thereof, or an assumption or attempted assumption of Obligations and Liabilities arising thereunder, if an such assignments or attempted assignment would constitute a breach thereof unless the necessary Consents are obtained. The Purchaser shall use commercially reasonable best efforts to obtain the Consents required for the assignment of the Purchased Assets. The Seller and the Members will cooperate to the extent commercially reasonable with the Purchaser in its effort to obtain such Consents (without incurring any expense). If any such Consent shall not be obtained, then the Seller, the Members and the Purchaser shall take such actions (without incurring any expense) as may be reasonably necessary to (a) provide for the Purchaser the benefits intended to be assigned to the Purchaser hereunder with respect to any such other Contract (including enforcement at the cost and for the account of the Purchaser of any and all rights of the Seller against the other party thereto arising out of the breach or be unlawfulcancellation thereof by such other party or otherwise), (b) relieve the Seller of, or indemnify the Seller against, its obligations to the other contracting party under any such Contract. Without limiting the provisions of this Section, the Seller and Seller or its Affiliate the Purchaser shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller enter into, and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser one another in any other good faith in entering into, appropriate and reasonable arrangement designed alternative arrangements pursuant to provide such benefits to Purchaser or its Affiliate; providedforegoing paragraph, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaseron terms mutually agreeable, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate with respect to any failure to performContract which is not, improper performanceby its terms, warranty assignable (in whole or other breach, default or violation in part) by the Seller or an Affiliate of under which the Seller on may not assign its obligations or prior to the Closingdelegate its duties.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract agreement, contract, commitment, lease, Authorization or Governmental Authorization constituting a Transferred Asset, other Acquired Asset to be assigned to Buyer hereunder may not be assigned to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate and Buyer shall use commercially reasonable commercial efforts to obtain any such required consent(s) consent as promptly soon as reasonably possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer's rights under the Transferred Acquired Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of substantially all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement and the Transferred Assetlaw, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) shall, if Buyer so requests, cooperate with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits thereunder to Purchaser or its Affiliate; providedBuyer. With respect to, that and to the extent such benefits are provided of, any transfer, subcontract or assignment of the contracts, agreements or commitments made to Purchaser or any Affiliate Buyer by Seller hereunder, Buyer hereby agrees to assume, perform, discharge when due, and indemnify Seller from and against, all obligations and liabilities of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only Seller with respect to the extent that such Liabilities do not relate to any failure to performapplicable underlying contract, improper performance, warranty agreement or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingcommitment.

Third Party Consents. To the extent that the Company’s rights of Seller under any item described in this Agreement or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, other Purchased Asset to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or would be unlawful, and Seller or its Affiliate the Company shall use commercially reasonable efforts in good faith to obtain any such required consent(s) consents as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser’s rights under the Transferred item or Purchased Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller the Company shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; , including, but not limited to, the Company’s delivery to Purchaser of all revenues generated therefrom, net of the Company’s reasonable and (ii) necessary expenses incurred in relation to each such item or Purchased Asset, from Closing Date through and including the date on which consent is obtained, and shall cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser. Purchaser shall defend, indemnify and hold harmless the Company from, against and in respect of any and all liabilities, losses, damages, deficiencies or its Affiliate; provided, that to expenses resulting from the extent Company’s agency described in the previous sentence. If such benefits are provided consent is obtained following Closing then such Purchased Asset shall be automatically assigned to Purchaser or without any Affiliate further action on the part of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingparty hereto.

Third Party Consents. To Anything in this Agreement to the extent that rights contrary notwithstanding, in the event an assignment or purported assignment to the Purchaser of Seller any CSO Client Contract, Assumed CSO Contract or CSO Permit, or any Affiliate of Seller under any Contract claim, right or Governmental Authorization constituting a Transferred Assetbenefit arising thereunder or resulting therefrom, may not be assigned to Purchaser without the consent of another Person which has not been obtainedother parties thereto, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or would not result in the Purchaser receiving all of the rights of the Seller thereunder, such CSO Client Contract, Assumed CSO Contract or CSO Permit shall be unlawfuldeemed not to have been assigned by the Seller to the Purchaser. In those circumstances, and if requested by the Purchaser, the Seller or its Affiliate shall will use commercially reasonable efforts to obtain any such consent (at no cost to Purchaser), provided that other than as required consent(s) as promptly as possible. The expenses incurred by in Article X, the Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any Person. If such consent is not obtained and is required to effectively assign a CSO Client Contract, Assumed CSO Contract or if CSO Permit to the Purchaser, the Seller and the Purchaser will cooperate in any attempted assignment would reasonable arrangement (which is approved by both parties such approval not to be ineffective unreasonably withheld) (i) to provide the Purchaser with the full claims, rights and benefits under any such CSO Client Contract, Assumed CSO Contract or would impair Purchaser or its Affiliates’ rights under CSO Permit, including enforcement at the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire cost and for the benefit of the Purchaser of any and all rights of the Seller against a third party under such rightsCSO Client Contract, Seller shall (Assumed CSO Contract or cause its Affiliate to)CSO Permit, to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with for the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser assume or its Affiliate; provided, that to discharge the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingAssumed Liabilities.

Third Party Consents. To Except as set forth on Schedule 2.9, to the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement Law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its AffiliateBuyer; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Except as set forth on Schedule 2.9, notwithstanding any provision in this Section 2.9 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.2(d) unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to this Agreement at the Closing.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller except as otherwise provided in Section 6.20 or elsewhere in this Agreement, Seller, at its Affiliate expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent reasonably permitted by Legal Requirement Law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) shall cooperate reasonably, to the maximum extent reasonably permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.12 to the extent such benefits are provided contrary, Buyer shall Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To the extent that Sellers’ rights of Seller under any item described in this Agreement or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, other Purchased Asset to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or would be unlawful, and Seller or its Affiliate Sellers shall use commercially reasonable efforts in good faith to obtain any such required consent(s) consents as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser’s rights under the Transferred item or Purchased Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller Sellers shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; , including, but not limited to, Sellers’ delivery to Purchaser of all revenues generated therefrom, net of Sellers’ reasonable and (ii) necessary expenses incurred in relation to each such item or Purchased Asset, from Closing Date through and including the date on which consent is obtained, and shall cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser. Purchaser shall defend, indemnify and hold harmless Sellers from, against and in respect of any and all liabilities, losses, damages, deficiencies or its Affiliate; provided, that to expenses resulting from Sellers’ agency described in the extent previous sentence. If such benefits are provided consent is obtained following Closing then such Purchased Asset shall be automatically assigned to Purchaser or when consent is obtained without any Affiliate further action on the part of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingparty hereto.

Third Party Consents. To the extent that Seller's or its Subsidiaries' rights of Seller or any Affiliate of Seller under any Contract agreement, contract, commitment, lease, Permits or Governmental Authorization constituting a Transferred Asset, other Asset to be assigned to Buyer under this Agreement may not be assigned to Purchaser without the consent of another Person which has not been obtainedobtained as of the Closing Date (other than the Material Consents), this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and . Seller or its Affiliate shall use commercially reasonable efforts to obtain any consents to the assignment to Buyer by such other Persons of all such agreements where in the opinion of Buyer's counsel such consent is required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Selleror advisable. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer's rights under the Transferred Sale Asset in question so such that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)then, to the maximum extent permitted by Legal Requirement and law, the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order parties hereto agree to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser other in any other reasonable alternative arrangement designed to provide (including, without limitation, subcontracting, sublicensing, subleasing and delegation of performance), which will give Buyer the full benefits of such benefits to Purchaser or its Affiliate; provided, Sale Assets. If Buyer requests that to Seller enforce rights under any such contract and such enforcement entails the extent such benefits are provided to Purchaser or any Affiliate filing by Seller of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty a suit or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.legal proceeding,

Third Party Consents. To the extent that rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may not be assigned to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate Sellers shall use commercially reasonable efforts to obtain any such required consent(sand to cooperate with Purchaser in the effort to obtain, as soon as reasonably practicable, all permits, authorizations, consents, waivers and approvals (collectively “Consents”) as promptly as possiblefrom third parties or Governmental Authorities necessary to consummate this Agreement and the transactions contemplated hereby. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent This Agreement shall not be obtained operate to assign any Contract, or any claim, right or benefit arising thereunder or resulting therefrom, if any an attempted assignment thereof, without the Consent of a third party thereto, would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other constitute a breach, default or violation by other contravention thereof or in any way adversely affect the rights of any Seller or an Affiliate of Seller Purchaser thereunder. If a Consent required to assign any Contract (including a Receivable) is not obtained on or prior to the ClosingClosing Date then, to the extent permitted by Law (until such time as such Consent is obtained and the assignment of such Contract to Purchaser is effected to Purchaser’s reasonable satisfaction): (a) Sellers shall use commercially reasonable efforts, at their sole expense, to (i) provide to Purchaser the benefits of the applicable Contract, (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of the applicable Contract to Purchaser, including entering into subcontracts for performance and (iii) enforce at the request of Purchaser and for the account of Purchaser any rights of Sellers arising from any such Contract; and (b) Purchaser shall use commercially reasonable efforts to the extent permitted under the applicable Contract, to provide for the performance of the obligations of Sellers on any reasonable and lawful basis. Until such time as any required Consent is obtained and the assignment of the applicable Contract to Purchaser is effected to Purchaser’s reasonable satisfaction, such Contract shall not be a Transferred Asset and shall be deemed to be an Excluded Asset.

Third Party Consents. To the extent that Seller’s rights of Seller under any item described in this Agreement or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, other Purchased Asset to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or would be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts in good faith to obtain any such required consent(s) consents as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser’s rights under the Transferred item or Purchased Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; , including, but not limited to, Seller’s delivery to Purchaser of all revenues generated therefrom, net of Seller’s reasonable and (ii) necessary expenses incurred in relation to each such item or Purchased Asset, from Closing Date through and including the date on which consent is obtained, and shall cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser. Purchaser shall defend, indemnify and hold harmless Seller from, against and in respect of any and all liabilities, losses, damages, deficiencies or its Affiliate; provided, that to expenses resulting from Seller’s agency described in the extent previous sentence. If such benefits are provided consent is obtained following Closing then such Purchased Asset shall be automatically assigned to Purchaser or without any Affiliate further action on the part of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingparty hereto.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Assumed Contract or Governmental Authorization constituting a Transferred Asset, other Purchased Asset may not be assigned to Purchaser without the approval, consent or waiver of another Person which has not been obtainedperson, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts to obtain any such required approval(s), consent(s) and waiver(s) as promptly as possible. The expenses incurred by Seller SCHEDULE 2.3 of the Disclosure Schedule sets forth and its Affiliate(s) to obtain any describes all of such consent(s) shall be borne by Sellerapprovals, consents or waivers. If any such approval, consent or waiver shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser's rights under the Transferred Assumed Contract or other Purchased Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightsrights and if Purchaser shall elect to effect the Closing notwithstanding its rights under 5.1.7 to the contrary, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Assumed Contract or other Purchased Asset, (i) shall act after the Closing as Purchaser’s 's agent in order to obtain for it the benefits thereunder; benefit of all such rights thereunder and (ii) shall cooperate with the Purchaser in any other reasonable arrangement designed mutually agreeable arrangements to provide the benefit of all such benefits rights to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Assigned Contract or Governmental Authorization constituting a Transferred Asset, that is part of the Product Rights may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by In the case of assignment of the Brusilow License Agreement hereunder, the Parties agree that “commercially reasonable efforts” shall not require the Seller and its Affiliate(s) to obtain pay to the Brusilow Parties, as a condition of obtaining consent therefrom for such assignment, any such consent(s) shall be borne by Selleramounts not otherwise due to the Brusilow Parties. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Asset portion of the Product Rights in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement and the Transferred AssetLaw, (i) act shall use commercially reasonable efforts after the Closing as Purchaser’s agent in order to obtain for it Buyer the benefits thereunder; thereunder and (ii) cooperate shall reasonably cooperate, to the maximum extent permitted by Law, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.08 to the extent such benefits are provided contrary, in the event Seller is unable to Purchaser or any Affiliate of Purchaserobtain consent to assign the Brusilow License Agreement, Purchaser Seller shall be responsible for all corresponding Liabilities arising after the Closing but only deemed to have granted an exclusive sublicense to the extent that such Liabilities do not relate to any failure to performrights under the Brusilow License Agreement without additional payment, improper performance, warranty or other breach, default or violation which licenses shall be *** by Seller or an Affiliate of Seller on or prior (*** hereof) unless and until such consent to assignment is obtained and the Closingapplicable agreement is assigned to Buyer.

Third Party Consents. To the extent that rights of Seller All required third party licenses, approvals or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may not be assigned to Purchaser without the consent of another Person which has not consents shall have been obtained, this Agreement shall not constitute an agreement to assign including the same consents of SeraCare’s customers if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts to obtain any such consents are required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), pursuant to the maximum extent permitted by Legal Requirement and terms of the Transferred Asset, (i) act after Customer Contracts or the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its AffiliateDisclosed Contracts; provided, however, that to the extent that any Customer Contract or Disclosed Contract is not expressly assignable or transferable without the consent of a third party, SeraCare will use reasonable efforts to cooperate with Buyer to negotiate with the applicable third party regarding the assignment or transfer of such benefits are Customer Contract or Disclosed Contract, and provided to Purchaser further, that the Closing shall not be made contingent on the valid assignment or transfer of any Affiliate of Purchaser, Purchaser such Customer Contract or Disclosed Contract. SeraCare and Buyer agree that there shall be responsible for all corresponding Liabilities arising after excluded from the Closing but only Assets any Assumed Agreements that are not assignable or transferable pursuant to the Bankruptcy Code or otherwise without the consent of any person other than SeraCare, to the extent that such Liabilities do consent shall not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or have been given prior to the Closing; provided, however, that SeraCare shall have the obligation to use all commercially reasonable efforts to endeavor to obtain the necessary consents to the assignment thereof and, upon obtaining the requisite consents thereto, such Assumed Agreements shall be assigned to the Buyer at no cost free and clear of all liens other than the Permitted Liens; provided, that SeraCare shall not be required to incur more than immaterial costs to obtain any consent.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract Advertising Contract, Site Lease, or Governmental Authorization constituting a Transferred Asset, other interest in the Purchased Assets may not be assigned to Purchaser without the consent of another Person which a third party and such consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller and Buyer, to the extent permitted by law and any terms of or its Affiliate limitations relating to such asset, shall use their commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller for Buyer the benefits thereunder, and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), cooperate to the maximum extent permitted by Legal Requirement law and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order any terms of or limitations relating to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser such asset in any other reasonable arrangement designed to provide such benefits to Purchaser Buyer, including any sublease or its Affiliate; providedsubcontract or similar arrangement (collectively, that to the extent "Beneficial Arrangements"), and if Buyer has obtained such benefits are provided to Purchaser or any Affiliate of Purchaserbenefits, Purchaser Buyer shall be responsible for all corresponding Liabilities discharge Seller's obligations thereunder arising from and after the Closing but only Date, except for any obligations arising because of Seller's breach which are not due to Buyer's acts or omissions related thereto. Notwithstanding the extent that such Liabilities do foregoing, Seller shall not relate be required to make any payment to any failure person or forego any benefits in order to performobtain any such consents. If the Closing is consummated notwithstanding the absence of all such third party consents, improper performanceat such time as any such consent has been obtained, warranty such Advertising Contract, Site Lease or other breach, default interest shall be assigned or violation transferred to Buyer automatically without any further conveyance or other action by Seller Buyer or an Affiliate of Seller on or prior to the ClosingSeller.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Material Contract or Governmental Authorization constituting a Transferred Permit that would otherwise constitute an Acquired Asset, may not be assigned to Purchaser without the written consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a material breach thereof or be unlawful, and Seller such Contract or Permit shall not be an Acquired Asset. In each such event, Seller, at its Affiliate expense, shall use commercially reasonable efforts with respect to each such consent to either (a) obtain any such required consent(s) consent as promptly as possible. The expenses incurred by Seller and its Affiliate(spossible or (b) provide cooperation to Purchaser to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightsfor Purchaser, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and Law, the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the material benefits thereunder; and (ii) cooperate with the Purchaser of such Contract or Permit in any other reasonable arrangement designed to that would provide such benefits to Purchaser or its Affiliate; provided, that to Purchaser. To the extent such benefits are provided that in satisfying its obligations under this Section 6.7, Seller is required to provide to Purchaser benefits materially in excess of what Purchaser would have received had the Permit or any Affiliate Contract been assigned as an Acquired Asset, the Parties shall determine in good faith the allocation of Purchasercost of obtaining such excess benefit, for which Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only and shall (x) advance to the extent that Seller, (y) pay directly to an applicable third-party, or if (x) or (y) are not commercially practicable, (z) reimburse to Seller promptly upon receipt from Seller of written evidence of such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingexpenditure.

Third Party Consents. The ▇▇▇▇▇▇ Entities shall use their commercially reasonable efforts to obtain the consents of the other contracting parties to the transactions contemplated hereby to the extent required by the Station Agreements requiring such consent. The delivery of such consents with respect to the Station Agreements that are identified on Schedule 3.17(a) to be material to the operation of the Stations (“Material Station Agreements”) shall, pursuant to Section 8.6, be a condition to Buyer’s obligation to close. To the extent that rights transfer or assignment hereunder by the ▇▇▇▇▇▇ Entities to Buyer of Seller any Station Agreement or any Affiliate of Seller under any Contract license is not permitted or Governmental Authorization constituting a Transferred Asset, may is not be assigned to Purchaser permitted without the consent of another Person which has not been obtainedPerson, this Agreement shall not be deemed to constitute an agreement undertaking to assign the same if such consent is not given or if such an attempted assignment undertaking otherwise would constitute a breach thereof or be unlawfulcause a loss of benefits thereunder. If, and Seller other than with respect to the Material Station Agreements, any such third party consent, approval or its Affiliate waiver is not obtained before the Closing, for a period continuing until the earlier of the first anniversary of the Closing Date or such consent, approval or waiver is obtained, the parties shall use their commercially reasonable efforts in good faith to obtain cooperate, and to cause each of their respective Affiliates to cooperate, in effecting any such required consent(s) as promptly as possible. The expenses incurred by Seller lawful arrangement to provide to Buyer the economic benefits of the Station Agreements for which third party consents, approvals, and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightswaivers are being sought after Closing, Seller shall (or cause its Affiliate to)and Buyer shall, to the maximum extent permitted by Legal Requirement Buyer is provided with the benefits thereunder, assume and discharge the Transferred Asset, (i) act obligations under the Station Agreements after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingDate.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Assigned Contract or Governmental Authorization constituting a Transferred Asset, that is part of the Product Rights may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by In the case of assignment of the Brusilow License Agreement hereunder, the Parties agree that “commercially reasonable efforts” shall not require the Seller and its Affiliate(s) to obtain pay to the Brusilow Parties, as a condition of obtaining consent therefrom for such assignment, any such consent(s) shall be borne by Selleramounts not otherwise due to the Brusilow Parties. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Asset portion of the Product Rights in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement and the Transferred AssetLaw, (i) act shall use commercially reasonable efforts after the Closing as Purchaser’s agent in order to obtain for it Buyer the benefits thereunder; thereunder and (ii) cooperate shall reasonably cooperate, to the maximum extent permitted by Law, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.08 to the extent such benefits are provided contrary, in the event Seller is unable to Purchaser or any Affiliate of Purchaserobtain consent to assign the Brusilow License Agreement, Purchaser Seller shall be responsible for all corresponding Liabilities arising after the Closing but only deemed to have granted an exclusive sublicense to the extent that such Liabilities do not relate to any failure to performrights under the Brusilow License Agreement without additional payment, improper performance, warranty or other breach, default or violation which licenses shall be [***] by Seller or an Affiliate of Seller on or prior ([***] hereof) unless and until such consent to assignment is obtained and the Closingapplicable agreement is assigned to Buyer.

Third Party Consents. The Sellers shall use commercially reasonable efforts to obtain all consents and approvals necessary to assign the Commitments to the Purchaser. To the extent that any of the Sellers' rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, Commitment (including the Real Estate Leases) may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ the Purchaser's rights under the Transferred Asset Commitment in question so that Purchaser or an Affiliate of the Purchaser would not in effect acquire the benefit of all such rightsapplicable Commitment, Seller the appropriate Sellers shall (or cause its Affiliate to)use commercially reasonable efforts to obtain for the Purchaser the benefits thereunder and shall cooperate, to the maximum extent permitted by Legal Requirement law and the Transferred Assetsuch Commitment, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable commercial arrangement (which may be a subcontract, sublease, or other arrangement) designed to provide such benefits to Purchaser or its Affiliate; providedand, that to the extent in such benefits are provided to Purchaser or any Affiliate of Purchaserevent, Purchaser shall perform under the applicable terms thereof. Upon receipt of such required consent the applicable Sellers and the Purchaser shall execute and deliver an Assignment and Assumption Agreement, covering the subject Commitment. Until the Commitment shall be responsible for all corresponding Liabilities arising after so assigned, the Sellers shall not amend the Commitment or waive any right thereunder without the prior written consent of the Purchaser. The condition set forth in Section 5.5 shall not be deemed satisfied unless, on the Closing but only to the extent that such Liabilities do not relate to any failure to performDate, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingall consents for Critical Commitments shall have been obtained.

Third Party Consents. To the extent that any Asset Contributor’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Contributed Asset, or any other Contributed Asset, may not be assigned to Purchaser the applicable member of the Company Group without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful; provided, however, that subject to the satisfaction or waiver of the conditions contained in Articles IX and X, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, at the request of Buyer, Seller or its Affiliate shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by ; provided, however, that neither the Seller and its Affiliate(s) to obtain any such consent(s) Group nor the Buyer Group shall be borne by Sellerrequired to pay any consideration therefor. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ the Company Group’s rights under the Transferred Contributed Asset in question so that Purchaser or an Affiliate the applicable member of Purchaser the Company Group would not in effect acquire the benefit of all such rights, Seller the parties shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or cause its Affiliate to)subcontracting) to provide to the parties the economic and, to the maximum extent permitted by Legal Requirement and under applicable Requirements of Law, operational equivalent of the Transferred Asset, (i) act after the Closing transfer of such asset and/or Liability as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (agrees to license any and all rights and performance in connection with such Purchased Asset to Buyer as part of the consideration set forth herein, Seller agrees to assign any revenue or cause its Affiliate to)proceeds from such Purchased Asset to the Buyer as part of the consideration set forth herein, and Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent unless otherwise directed by Buyer in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.09 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To the extent that rights any of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may the Assets are not be assigned to Purchaser assignable without the consent consent, waiver or approval of another Person which has not been obtainedPerson, this Agreement shall not constitute an agreement to assign the same assignment or an attempted assignment of such Asset if an such assignment or attempted assignment would constitute a breach thereof or be unlawfulthereof. Seller and Purchaser shall, and Seller or its Affiliate shall for the account of Purchaser, use their respective commercially reasonable efforts to obtain any such required consent(s) consents, waivers and approvals as promptly soon as possible. The expenses incurred practicable following the Closing Date and Purchaser shall cooperate with and assist Seller to this end; provided, that Seller shall take no action to seek such consent, waiver or approval without prior consultation with or approval by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by SellerPurchaser. If any such consent consent, waiver or approval shall not be obtained despite Seller’s commercially reasonable efforts to procure such consent, waiver or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rightsapproval, then Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such Purchaser with the benefits intended to be assigned to Purchaser or its Affiliate; provided, that with respect to the extent underlying Asset, including, without limitation, enforcement of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such benefits are other party or otherwise. If and only if such reasonable arrangement can be made, and except as otherwise provided herein, Purchaser agrees to Purchaser or any Affiliate of Purchaseraccept the burdens and perform the obligations underlying such Asset. Furthermore, if the other party’s consent is subsequently obtained, Purchaser shall be responsible at such time agree to assume all liabilities and obligations thereunder, except for all corresponding Liabilities arising after the Closing but only Retained Liabilities. If and to the extent that such Liabilities do arrangement cannot relate be made, Purchaser shall have no obligation with respect to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingsuch Asset.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.07 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only have waived its rights to the extent that such Liabilities do not relate receipt of all required consents listed in the Disclosure Schedule unless and until Buyer either provides written waivers thereof or elects to any failure proceed to perform, improper performance, warranty or other breach, default or violation consummate the transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To the extent that rights any of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may the Assumed Contracts are not be assigned to Purchaser assignable without the consent consent, waiver or approval of another Person which has not been obtainedperson, this Agreement shall not constitute an agreement to assign the same assignment or an attempted assignment of such Assumed Contract if an such assignment or attempted assignment would constitute a breach thereof or thereof, provided that the liabilities and obligations of Seller thereunder shall continue to be unlawfuldeemed to constitute Assumed Liabilities for all other purposes hereunder, including without limitation the indemnification provisions of Section 13. Seller and Seller or its Affiliate shall Buyer shall, for the account of Buyer, use their respective commercially reasonable efforts to obtain any such required consent(s) consents, waivers and approvals as promptly soon as possible. The expenses incurred by practicable following the Closing Date and Seller shall cooperate with and its Affiliate(s) assist Buyer to obtain any such consent(s) shall be borne by Sellerthis end. If any such consent consent, waiver or approval shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all despite such rightsefforts, then Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser Buyer in any other reasonable arrangement designed to provide such Buyer with the benefits intended to Purchaser or its Affiliate; provided, that be assigned to Buyer with respect to the extent underlying Assumed Contract For the avoidance of doubt, Buyer hereby agrees to accept the burdens and perform the obligations of Seller under each such benefits are provided to Purchaser Assumed Contract on Seller’s behalf unless and until any such consent, waiver or approval or any Affiliate of Purchaser, Purchaser such alternative arrangement shall be responsible for obtained or made, and that if the other party’s consent, waiver or approval is subsequently obtained, Buyer shall at such time agree to assume all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingliabilities and obligations thereunder.

Third Party Consents. To Anything in this Agreement to the extent that rights contrary notwithstanding, in the event that: (a) an assignment or purported assignment to Buyer of Seller any Contract, or any Affiliate of Seller under any Contract claim, right or Governmental Authorization constituting a Transferred Assetbenefit arising thereunder or resulting therefrom, may not be assigned to Purchaser without the consent of another Person which has not been obtainedother parties thereto, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawfulwould not result in Buyer receiving all of the rights of a Seller thereunder, and (a) such consent shall not have been obtained prior to the Closing, then (i) Seller or its Affiliate shall hold any and all such Contracts in trust for Buyer; and (ii) Seller shall authorize Buyer to perform all covenants, obligations and responsibilities of Seller under such Contracts and (iii) all benefits and rights under such Contracts shall be for Buyer’s account. In those circumstances, if requested by Buyer, Seller will use commercially reasonable efforts to obtain any such required consent(s) as consent promptly as possibleafter the Closing. The expenses incurred by If such consent is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement to provide Buyer with the full claims, rights and its Affiliate(s) to obtain benefits under any such consent(s) shall be borne Contract, including granting Buyer sublicenses and passing through to Buyer the right to use services and Technology provided by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under third Persons, and including enforcement at the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire cost and for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such rightsthird party or otherwise, and any amount received by Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser respect thereof shall be responsible held for all corresponding Liabilities arising after the Closing but only and promptly paid over to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the ClosingBuyer.

Third Party Consents. To the extent that Seller's rights of Seller or any Affiliate of Seller under any Contract Contracts, Authorizations (as defined in Section 3.1(j)), Permits, Vehicle Operating Leases, Equipment Leases, Real Estate Leases assumed by Purchaser, or Governmental Authorization constituting a Transferred Asset, other Assets to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person person, which consent has not been obtainedobtained prior to the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially reasonable its best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Sellerpossible after Closing. If any such consent shall consents are not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser's rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and by the Transferred terms of any documents affecting the Asset, (i) at Seller's expense, shall act for one year after the Closing as Purchaser’s 's agent in order to obtain for it Purchaser the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by law and by the terms of any document affecting the Asset, with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser. Seller and Seller Stockholder jointly and severally agree to indemnify and hold Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to harmless from any failure to performobtain any such third party consent, improper performanceincluding without limitation any termination fee or assignment fee provided for in such agreement, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingbut not any consequential damages related thereto.

Third Party Consents. To the extent that Seller’s rights of Seller under any item described in this Agreement or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, other Purchased Asset to be assigned to Purchaser hereunder may not be assigned to Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or would be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts in good faith to obtain any such required consent(s) consents as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Purchaser’s rights under the Transferred item or Purchased Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; , including, but not limited to, Seller’s delivery to Purchaser of all revenues generated therefrom, net of Seller’s reasonable and (ii) necessary expenses incurred in relation to each such item or Purchased Asset, from Closing Date through and including the date on which consent is obtained, and shall cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser. Purchaser shall defend, indemnify and hold harmless Seller from, against and in respect of any and all liabilities, losses, damages, deficiencies or its Affiliate; provided, that to expenses resulting from Seller’s agency described in the extent previous sentence. If such benefits are provided consent is obtained following Closing then such Purchased Asset shall be automatically assigned to Purchaser or when consent is obtained without any Affiliate further action on the part of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closingparty hereto.

Third Party Consents. To the extent that Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Purchased Asset, or any other Purchased Asset, may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or Seller, at its Affiliate expense, shall use commercially reasonable its best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Seller, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to Purchaser or Buyer. Buyer may, in its Affiliate; providedsole and absolute discretion, that agree to adjust the Purchase Price based on Seller’s inability to obtain any require third party consents, and shall have the right to claw back the shares of Buyer’s common stock issued to Seller based on the stock price on the Closing Date (i.e., one dollar ($1.00) per share). Notwithstanding any provision in this Section 2.09 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.

Third Party Consents. To the extent that a Seller’s rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization Permit constituting a Transferred Asset, Purchased Asset and set forth on Section 3.02(a)(v) of the Disclosure Schedules may not be assigned to Purchaser Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or each applicable Seller, at its Affiliate expense, shall use commercially its reasonable best efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ Buyer’s rights under the Transferred Purchased Asset in question so that Purchaser or an Affiliate of Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to)Sellers, to the maximum extent permitted by Legal Requirement law and the Transferred Purchased Asset, (i) shall use commercially reasonable efforts to act after the Closing as PurchaserBuyer’s agent in order to obtain for it the benefits thereunder; thereunder and (ii) cooperate shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Purchaser Buyer in any other commercially reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that Buyer. Notwithstanding any provision in this Section 2.09 to the extent such benefits are provided contrary, Buyer shall not be deemed to Purchaser have waived its rights under Section 3.02(a)(v) hereof unless and until Buyer either provides written waivers thereof or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after elects to proceed to consummate the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation transactions contemplated by Seller or an Affiliate of Seller on or prior to the this Agreement at Closing.