Common use of Transfer in Violation of Laws or Requiring Consent or Governmental Approval Clause in Contracts

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to the Red Lion Group of any Red Lion Asset or Red Lion Liability, or to the Navy Group of any Excluded Asset or Excluded Liability, would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring or the Recapitalization, then notwithstanding any other provision hereof, the Conveyance to the Red Lion Group of any such Red Lion Asset or Red Lion Liability, or to the Navy Group of any such Excluded Asset or Excluded Liability, will automatically be deferred, and no Conveyance will occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Asset or Liability which Conveyance has been so deferred will still be considered a Red Lion Asset, a Red Lion Liability, an Excluded Asset, or an Excluded Liability, as applicable, and will be subject to Section 1.7(c). Notwithstanding the foregoing, Navy or Red Lion may elect to require the immediate Conveyance of any Red Lion Asset, Red Lion Liability, Excluded Asset or Excluded Liability notwithstanding any requirement that an immaterial Consent or immaterial Governmental Approval be obtained; provided that (i) if Red Lion so elects to require the immediate Conveyance of any such Asset or Liability, any Liabilities arising from such Conveyance will be deemed to be Red Lion Liabilities, (ii) if Navy so elects to require the immediate Conveyance of any such Asset or Liability, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iii) if Red Lion and Navy jointly agree to immediately Convey such Asset or Liability, any Liabilities arising from such Conveyance will be shared evenly between Red Lion and Navy and, notwithstanding any provision in Section 3.5(b) to the contrary, the defense of any Third-Party Claim relating thereto will be jointly managed by Red Lion and Navy. The Parties will use their commercially reasonable efforts promptly to obtain any Consents or Governmental Approvals as required by Section 1.7(a) and to take the actions required by Section 1.7(c) pending removal of legal or contractual impediments or receipt of Consents or Governmental Approvals. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b) are obtained, the transfer of the applicable Asset or Liability will be effected promptly in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement(s). The obligations set forth in this Section 1.7(b) will terminate on the one-year anniversary of the Separation Time (except to the extent of any Conveyance for which impediments are being removed or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continue).

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to the Red Lion Group Acquiror of any Red Lion Wimbledon Asset or Red Lion Liability, or to the Navy Seller Group of any Excluded Asset or Excluded Liability, would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring or transactions contemplated hereby that has not been obtained at the RecapitalizationClosing, then then, notwithstanding any other provision hereof, the Conveyance to the Red Lion Group Acquiror of any such Red Lion Wimbledon Asset or Red Lion Liability, or to the Navy Seller Group of any such Excluded Asset or Excluded Liability, will automatically be deferred, deferred and no Conveyance will occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Asset obtained (except that Seller or Liability which Conveyance has been so deferred will still be considered a Red Lion Asset, a Red Lion Liability, an Excluded Asset, or an Excluded Liability, as applicable, and will be subject to Section 1.7(c). Notwithstanding the foregoing, Navy or Red Lion Acquiror may elect to require the immediate Conveyance of any Red Lion Asset, Red Lion Liability, Excluded Wimbledon Asset or Excluded Liability Asset notwithstanding any requirement that an immaterial Consent or immaterial Governmental Approval be obtained, but only if no criminal Liabilities or other material consequences for which indemnification would be insufficient would or would reasonably be expected to arise from such Conveyance; provided provided, however, that (i) if Red Lion Acquiror so elects to require the immediate Conveyance of any such Wimbledon Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be deemed to be Red Lion Wimbledon Liabilities, (ii) if Navy Seller so elects to require the immediate Conveyance of any such Wimbledon Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iii) if Red Lion Acquiror and Navy Seller jointly agree to immediately Convey such Wimbledon Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be shared evenly between Red Lion Acquiror and Navy Seller and, notwithstanding any provision in Section 3.5(b) 8.04 to the contrary, the defense of any Third-Party Claim relating thereto will be jointly managed by Red Lion Acquiror and NavySeller). Notwithstanding the foregoing, any such Asset will still be considered a Wimbledon Asset or Excluded Asset, as applicable, and the Person retaining such Asset will thereafter hold such Asset in trust for the benefit, insofar as reasonably possible, of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof. The Parties will use their respective commercially reasonable efforts promptly to obtain develop and implement arrangements to place the Person entitled to receive such Asset, insofar as reasonably possible, in the same position as if such Asset had been Conveyed as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, any Consents or Governmental Approvals as required by Section 1.7(a) Tax Liabilities in respect thereof and dominion, control and command over such Asset, are to take inure from and after the actions required by Section 1.7(c) pending removal of legal or contractual impediments or receipt of Consents or Governmental ApprovalsClosing to such Person. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b1.08(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b1.08(b) are obtained, the transfer of the applicable Asset or Liability will be effected promptly in accordance with the terms of this Agreement and/or the such applicable Ancillary Agreement(s)Agreement. The obligations set forth in this Section 1.7(b1.08(b) will terminate on the onetwo-year anniversary of the Separation Time (except to the extent of any Conveyance for which impediments are being removed or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continue)Closing.

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to any member of the Red Lion TransCo Group of any Red Lion Asset or Red Lion Liability, Transmission Assets or to any member of the Navy Entergy Group of any Excluded Asset or Excluded Liability, Assets would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring or TransCo Transfer that has not been obtained at the RecapitalizationSeparation Time, then then, notwithstanding any other provision hereof, the Conveyance to the Red Lion TransCo Group of any such Red Lion Asset or Red Lion Liability, Transmission Assets or to the Navy Entergy Group of such Excluded Assets (any such Excluded Asset or Excluded LiabilityAsset, will a “Deferred Asset”) shall automatically be deferred, deferred and no Conveyance will shall occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Asset or Liability which Conveyance has been so deferred will still obtained (except that (A) any Transmission Land Right that is subject to a Transmission Land Right Consent shall be considered a Red Lion Asset, a Red Lion Liability, an Excluded Asset, or an Excluded Liability, as applicableConveyed at the Closing, and will shall not be subject deemed to be a Deferred Asset for the purposes of this Section 1.7(c3.10(b). Notwithstanding the foregoing, Navy or Red Lion ) and (B) ITC may elect to require the immediate Conveyance of any Red Lion Asset, Red Lion Liability, Transmission Asset and Entergy may elect to require the immediate Conveyance of any Excluded Asset or Excluded Liability notwithstanding any requirement that an immaterial Consent or immaterial Governmental Approval be obtained; provided provided, however, that (i) if Red Lion ITC so elects to require the immediate Conveyance of any Deferred Asset, any Liabilities arising from such Conveyance shall be deemed to be Transmission Liabilities, (ii) if Entergy so elects to require the immediate Conveyance of any such Asset or LiabilityDeferred Asset, any Liabilities arising from such Conveyance will shall be deemed to be Red Lion Liabilities, Excluded Liabilities and (iiiii) if Navy so elects ITC and Entergy jointly agree to require the immediate Conveyance of any immediately Convey such Asset or LiabilityDeferred Asset, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iii) if Red Lion and Navy jointly agree to immediately Convey such Asset or Liability, any Liabilities arising from such Conveyance will shall be shared evenly between Red Lion TransCo and Navy Entergy and, notwithstanding any provision in Section 3.5(b) 5.07 to the contrary, the defense of any Third-Party Claim relating thereto will shall be jointly managed by Red Lion TransCo and NavyEntergy. Notwithstanding the foregoing, any such Deferred Asset shall still be considered a Transmission Asset or Excluded Asset, as applicable, and the Person retaining such Asset shall thereafter hold such Asset in trust for the benefit, insofar as reasonably practical (taking into account any applicable restrictions or considerations relating to the contemplated Tax treatment of the Transactions), of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof. To the extent that any Deferred Asset cannot be Conveyed without the Consent or Governmental Approval of any Person which Consent or Governmental Approval has not been obtained prior to the Separation Time, this Agreement will not constitute an agreement to Convey the same if an attempted Conveyance would constitute a breach thereof or violate any Law. The Parties will shall use their commercially reasonable best efforts promptly to obtain develop and implement mutually acceptable arrangements to place the Person entitled to receive such Deferred Asset, insofar as reasonably possible, in the same position as if such Deferred Asset had been Conveyed as contemplated hereby and so that all the benefits and burdens relating to such Deferred Asset, including possession, use, risk of loss, potential for gain, any Consents Tax Liabilities in respect thereof and dominion, control and command over such Deferred Asset, are to inure from and after the Separation Time; provided, that no such arrangements will be deemed to have caused the Closing conditions in Section 9.01 to have been satisfied unless, after giving effect to the foregoing, TransCo would, without being in breach of applicable Law or Governmental Approvals as required the applicable Contracts, be able to operate, own or use the Transmission Assets in all material respects in the manner operated, used or owned by Section 1.7(a) Entergy and the Entergy Group prior to take the actions required by Section 1.7(c) pending removal of legal or contractual impediments or receipt of Consents or Governmental ApprovalsSeparation Date. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Deferred Asset or Liability pursuant to this Section 1.7(b3.10(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Deferred Asset or Liability pursuant to this Section 1.7(b3.10(b) are obtained, the transfer of the applicable Deferred Asset or Liability will shall be effected promptly in accordance with the terms of this Agreement and/or the such applicable Ancillary Agreement(s)Agreement. The obligations set forth in this Section 1.7(b3.10(b) will shall terminate on the one-two (2) year anniversary of the Separation Time (except to the extent of any Conveyance for which impediments are being removed or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continue)Closing Date.

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to the Red Lion Folgers Group of any Red Lion Asset or Red Lion Liability, Folgers Assets or to the Navy Parent Group of any Excluded Asset or Excluded Liability, would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring Folgers Transfer or the RecapitalizationDistribution, then notwithstanding any other provision hereof, hereof the Conveyance to the Red Lion Folgers Group of any such Red Lion Asset or Red Lion Liability, Folgers Assets or to the Navy Parent Group of any such Excluded Asset or Excluded Liability, will automatically be deferred, deferred and no Conveyance will occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Asset obtained (except that Parent or Liability which Conveyance has been so deferred will still be considered a Red Lion Asset, a Red Lion Liability, an Excluded Asset, or an Excluded Liability, as applicable, and will be subject to Section 1.7(c). Notwithstanding the foregoing, Navy or Red Lion RMT Partner may elect to require the immediate Conveyance of any Red Lion Asset, Red Lion Liability, Excluded Folgers Asset or Excluded Liability Asset notwithstanding any requirement that an immaterial Consent or immaterial Governmental Approval be obtained; , provided that (ix) if Red Lion RMT Partner so elects to require the immediate Conveyance of any such Folgers Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be deemed to be Red Lion Folgers Liabilities, (iiy) if Navy Parent so elects to require the immediate Conveyance of any such Folgers Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iiiz) if Red Lion RMT Partner and Navy Parent jointly agree to immediately Convey such Folgers Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be shared evenly between Red Lion Folgers and Navy Parent and, notwithstanding any provision in Section 3.5(b) 4.5 to the contrary, the defense of any Third-Party Claim relating thereto will be jointly managed by Red Lion Folgers and NavyParent). Notwithstanding the foregoing, any such Asset will still be considered a Folgers Asset or Excluded Asset, as applicable, and will be subject to Section 1.9(c). The Parties will use their commercially reasonable efforts promptly to obtain any Consents or Governmental Approvals as required by Section 1.7(a) and to take develop and implement arrangements to make such Asset available for use by (and the actions required by Section 1.7(cbenefit of) the Person entitled to receive it pending removal of such legal or contractual impediments or receipt of obtaining such Consents or Governmental Approvals. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b) are obtained, the transfer of the applicable Asset or Liability will be effected promptly in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement(s). The obligations set forth in this Section 1.7(b) will terminate on the one-year anniversary of the Separation Time (except to the extent of any Conveyance for which impediments are being removed or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continue).Governmental

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to any member of the Red Lion TransCo Group of any Red Lion Asset or Red Lion Liability, Transmission Assets or to any member of the Navy Entergy Group of any Excluded Asset or Excluded Liability, Assets would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring or TransCo Transfer that has not been obtained at the RecapitalizationSeparation Time, then then, notwithstanding any other provision hereof, the Conveyance to the Red Lion TransCo Group of any such Red Lion Asset or Red Lion Liability, Transmission Assets or to the Navy Entergy Group of such Excluded Assets (any such Excluded Asset or Excluded LiabilityAsset, will a “Deferred Asset”) shall automatically be deferred, deferred and no Conveyance will shall occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Asset or Liability which Conveyance has been so deferred will still obtained (except that (A) any Transmission Land Right that is subject to a Transmission Land Right Consent shall be considered a Red Lion Asset, a Red Lion Liability, an Excluded Asset, or an Excluded Liability, as applicableConveyed at the Closing, and will shall not be subject deemed to be a Deferred Asset for the purposes of this Section 1.7(c3.10(b). Notwithstanding the foregoing, Navy or Red Lion ) and (B) ITC may elect to require the immediate Conveyance of any Red Lion Asset, Red Lion Liability, Transmission Asset and Entergy may elect to require the immediate Conveyance of any Excluded Asset or Excluded Liability notwithstanding any requirement that an immaterial Consent or immaterial Governmental Approval be obtained; provided provided, however, that (i) if Red Lion ITC so elects to require the immediate Conveyance of any Deferred Asset, any Liabilities arising from such Conveyance shall be deemed to be Transmission Liabilities, (ii) if Entergy so elects to require the immediate Conveyance of any such Asset or LiabilityDeferred Asset, any Liabilities arising from such Conveyance will shall be deemed to be Red Lion Liabilities, Excluded Liabilities and (iiiii) if Navy so elects ITC and Entergy jointly agree to require the immediate Conveyance of any immediately Convey such Asset or LiabilityDeferred Asset, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iii) if Red Lion and Navy jointly agree to immediately Convey such Asset or Liability, any Liabilities arising from such Conveyance will shall be shared evenly between Red Lion TransCo and Navy Entergy and, notwithstanding any provision in Section 3.5(b) 5.07 to the contrary, the defense of any Third-Party Claim relating thereto will shall be jointly managed by Red Lion TransCo and NavyEntergy. Notwithstanding the foregoing, any such Deferred Asset shall still be considered a Transmission Asset or Excluded Asset, as applicable, and the Person retaining such Asset shall thereafter hold such Asset in trust for the benefit, Table of Contents insofar as reasonably practical (taking into account any applicable restrictions or considerations relating to the contemplated Tax treatment of the Transactions), of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof. To the extent that any Deferred Asset cannot be Conveyed without the Consent or Governmental Approval of any Person which Consent or Governmental Approval has not been obtained prior to the Separation Time, this Agreement will not constitute an agreement to Convey the same if an attempted Conveyance would constitute a breach thereof or violate any Law. The Parties will shall use their commercially reasonable best efforts promptly to obtain develop and implement mutually acceptable arrangements to place the Person entitled to receive such Deferred Asset, insofar as reasonably possible, in the same position as if such Deferred Asset had been Conveyed as contemplated hereby and so that all the benefits and burdens relating to such Deferred Asset, including possession, use, risk of loss, potential for gain, any Consents Tax Liabilities in respect thereof and dominion, control and command over such Deferred Asset, are to inure from and after the Separation Time; provided, that no such arrangements will be deemed to have caused the Closing conditions in Section 9.01 to have been satisfied unless, after giving effect to the foregoing, TransCo would, without being in breach of applicable Law or Governmental Approvals as required the applicable Contracts, be able to operate, own or use the Transmission Assets in all material respects in the manner operated, used or owned by Section 1.7(a) Entergy and the Entergy Group prior to take the actions required by Section 1.7(c) pending removal of legal or contractual impediments or receipt of Consents or Governmental ApprovalsSeparation Date. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Deferred Asset or Liability pursuant to this Section 1.7(b3.10(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Deferred Asset or Liability pursuant to this Section 1.7(b3.10(b) are obtained, the transfer of the applicable Deferred Asset or Liability will shall be effected promptly in accordance with the terms of this Agreement and/or the such applicable Ancillary Agreement(s)Agreement. The obligations set forth in this Section 1.7(b3.10(b) will shall terminate on the one-two (2) year anniversary of the Separation Time (except to the extent of any Conveyance for which impediments are being removed or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continue)Closing Date.

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to any member of the Red Lion Newco Group of any Red Lion Asset or Red Lion Liability, Communications Assets or to any member of the Navy Xxxxxxx Group of any Excluded Asset or Excluded Liability, Assets would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring or Newco Transfer that has not been obtained at the RecapitalizationSeparation Time, then then, notwithstanding any other provision hereof, the Conveyance to the Red Lion Newco Group of any such Red Lion Asset or Red Lion Liability, Communications Assets or to the Navy Xxxxxxx Group of such Excluded Assets (any such Excluded Asset or Excluded LiabilityAsset, will a “Deferred Asset”) shall automatically be deferred, deferred and no Conveyance will shall occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Notwithstanding the foregoing, any such Deferred Asset or Liability which Conveyance has been so deferred will shall still be considered a Red Lion Asset, a Red Lion Liability, an Communications Asset or Excluded Asset, or an Excluded Liability, as applicable, and will the Person retaining such Asset shall thereafter hold such Asset in trust for the benefit of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof. To the extent that any Deferred Asset cannot be subject to Section 1.7(c). Notwithstanding Conveyed without the foregoing, Navy Consent or Red Lion may elect to require the immediate Conveyance Governmental Approval of any Red Lion Asset, Red Lion Liability, Excluded Asset or Excluded Liability notwithstanding any requirement that an immaterial Person which Consent or immaterial Governmental Approval be obtained; provided that (i) if Red Lion so elects to require the immediate Conveyance of any such Asset or Liability, any Liabilities arising from such Conveyance will be deemed to be Red Lion Liabilities, (ii) if Navy so elects to require the immediate Conveyance of any such Asset or Liability, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iii) if Red Lion and Navy jointly agree to immediately Convey such Asset or Liability, any Liabilities arising from such Conveyance will be shared evenly between Red Lion and Navy and, notwithstanding any provision in Section 3.5(b) has not been obtained prior to the contrarySeparation Time, this Agreement will not constitute an agreement to Convey the defense of same if an attempted Conveyance would constitute a breach thereof or violate any Third-Party Claim relating thereto will be jointly managed by Red Lion and NavyLaw. The Parties will shall use their commercially reasonable best efforts promptly to obtain develop and implement mutually acceptable arrangements to place the Person entitled to receive such Deferred Asset, insofar as reasonably possible, in the same position as if such Deferred Asset had been Conveyed as contemplated hereby and so that all the benefits and burdens relating to such Deferred Asset, including possession, use, risk of loss, potential for gain, any Consents Tax Liabilities in respect thereof and dominion, ability to enforce the rights under or Governmental Approvals as required by Section 1.7(a) with respect to, control and command over such Deferred Asset, are to take inure from and after the actions required by Section 1.7(c) pending removal of legal Separation Time. Such arrangements may include, among others, the entry into reseller agreements with respect to government Contracts, or contractual impediments or receipt of Consents or Governmental Approvalsthe entry into subcontracting agreements. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Deferred Asset or Liability pursuant to this Section 1.7(b1.08(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Deferred Asset or Liability pursuant to this Section 1.7(b1.08(b) are obtained, the transfer of the applicable Deferred Asset or Liability will shall be effected promptly in accordance with the terms of this Agreement and/or the such applicable Ancillary Agreement(s)Agreement. The obligations set forth in this Section 1.7(b1.08(b) will terminate on shall survive for the one-year anniversary duration of the Separation Time term of the applicable Contract (except without any obligation to the extent of any Conveyance for which impediments are being removed renew or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continueextend).

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to the Red Lion Wimbledon Group of any Red Lion Asset or Red Lion Liability, Wimbledon Assets or to the Navy Parent Group of any Excluded Asset or Excluded Liability, would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring or Wimbledon Transfer that has not been obtained at the RecapitalizationBusiness Transfer Time, then then, notwithstanding any other provision hereof, the Conveyance to the Red Lion Wimbledon Group of any such Red Lion Asset or Red Lion Liability, Wimbledon Assets or to the Navy Parent Group of any such Excluded Asset or Excluded Liability, will automatically be deferred, deferred and no Conveyance will occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Asset obtained (except that Parent or Liability which Conveyance has been so deferred will still be considered a Red Lion Asset, a Red Lion Liability, an Excluded Asset, or an Excluded Liability, as applicable, and will be subject to Section 1.7(c). Notwithstanding the foregoing, Navy or Red Lion Acquiror may elect to require the immediate Conveyance of any Red Lion Asset, Red Lion Liability, Excluded Wimbledon Asset or Excluded Liability Asset notwithstanding any requirement that an immaterial Consent or immaterial Governmental Approval be obtained; provided provided, however, that (ix) if Red Lion Acquiror so elects to require the immediate Conveyance of any such Wimbledon Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be deemed to be Red Lion Wimbledon Liabilities, (iiy) if Navy Parent so elects to require the immediate Conveyance of any such Wimbledon Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iiiz) if Red Lion Acquiror and Navy Parent jointly agree to immediately Convey such Wimbledon Asset or LiabilityExcluded Asset, any Liabilities arising from such Conveyance will be shared evenly between Red Lion Wimbledon and Navy Parent and, notwithstanding any provision in Section 3.5(b) 3.5 to the contrary, the defense of any Third-Party Claim relating thereto will be jointly managed by Red Lion Wimbledon and NavyParent). Notwithstanding the foregoing, any such Asset will still be considered a Wimbledon Asset or Excluded Asset, as applicable, and the Person retaining such Asset will thereafter hold such Asset in trust for the benefit, insofar as reasonably possible (taking into account any applicable restrictions or considerations relating to the contemplated Tax treatment of the Transactions), of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof. The Parties will use their commercially reasonable efforts promptly to obtain develop and implement arrangements to place the Person entitled to receive such Asset, insofar as reasonably possible, in the same position as if such Asset had been Conveyed as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, any Consents or Governmental Approvals as required by Section 1.7(a) Tax Liabilities in respect thereof and dominion, control and command over such Asset, are to take inure from and after the actions required by Section 1.7(c) pending removal of legal or contractual impediments or receipt of Consents or Governmental ApprovalsBusiness Transfer Time. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b1.8(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b1.8(b) are obtained, the transfer of the applicable Asset or Liability will be effected promptly in accordance with the terms of this Agreement and/or the such applicable Ancillary Agreement(s)Agreement. The obligations set forth in this Section 1.7(b1.8(b) will terminate on the onetwo-year anniversary of the Separation Time (except to the extent of any Conveyance for which impediments are being removed or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continue)Business Transfer Time.

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to any member of the Red Lion Newco Group of any Red Lion Asset or Red Lion Liability, A&S Assets or to any member of the Navy Fox Group of any Excluded Asset or Excluded Liability, Assets would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring Newco Transfer (including the transfer, assignment or reissuance of any Transferable Permit or the Recapitalizationissuance or reissuance of any Non-Transferable Permit) that has not been obtained at the Separation Time, then then, notwithstanding any other provision hereof, the Conveyance to the Red Lion Newco Group of any such Red Lion Asset or Red Lion Liability, A&S Assets or to the Navy Fox Group of such Excluded Assets (any such Excluded Asset or Excluded LiabilityAsset, will a “Deferred Asset”) shall automatically be deferred, deferred and no Conveyance will shall occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Notwithstanding the foregoing, any such Deferred Asset or Liability which Conveyance has been so deferred will shall still be considered a Red Lion Asset, a Red Lion Liability, an A&S Asset or Excluded Asset, or an Excluded Liability, as applicable, and will the Person retaining such Asset shall thereafter hold such Asset in trust for the benefit of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof. To the extent that any Deferred Asset cannot be subject to Section 1.7(c). Notwithstanding Conveyed without the foregoing, Navy Consent or Red Lion may elect to require the immediate Conveyance Governmental Approval of any Red Lion Person which Consent or Governmental Approval has not been obtained prior to the Separation Time, this Agreement will not constitute an agreement to Convey such Deferred Asset if an attempted Conveyance would constitute a breach thereof or violate any Law. The Parties shall use their reasonable best efforts to develop and implement mutually acceptable arrangements to place the Person entitled to receive such Deferred Asset, Red Lion Liabilityinsofar as reasonably possible, Excluded in the same position as if such Deferred Asset had been Conveyed as contemplated hereby and so that all the benefits and burdens relating to such Deferred Asset, including possession, use, risk of loss, potential for gain, any Tax Liabilities in respect thereof and dominion, ability to enforce the rights under or Excluded Liability notwithstanding any requirement that an immaterial Consent with respect to, control and command over such Deferred Asset, are to inure from and after the Separation Time. Such arrangements may include, among others, the entry into reseller agreements with respect to government Contracts, or immaterial Governmental Approval be obtained; provided that (i) if Red Lion so elects to require the immediate Conveyance of entry into subcontracting, sublicensing, subleasing or other similar agreements. Under any such arrangements, the Party retaining the Deferred Asset or Liabilitywill agree to enforce (at the other Party’s cost and at its reasonable request) any and all claims, rights and benefits of such Person against any Liabilities third parties arising from such Conveyance will be deemed to be Red Lion Liabilities, (ii) if Navy so elects to require the immediate Conveyance of any such Asset or Liability, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iii) if Red Lion and Navy jointly agree to immediately Convey such Asset or Liability, any Liabilities arising from such Conveyance will be shared evenly between Red Lion and Navy and, notwithstanding any provision in Section 3.5(b) to the contrary, the defense of any Third-Party Claim relating thereto will be jointly managed by Red Lion and Navy. The Parties will use their commercially reasonable efforts promptly to obtain any Consents or Governmental Approvals as required by Section 1.7(a) and to take the actions required by Section 1.7(c) pending removal of legal or contractual impediments or receipt of Consents or Governmental ApprovalsDeferred Asset. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Deferred Asset or Liability pursuant to this Section 1.7(b1.8(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Deferred Asset or Liability pursuant to this Section 1.7(b1.8(b) are obtained, the transfer of the applicable Deferred Asset or Liability will shall be effected promptly in accordance with the terms of this Agreement and/or the such applicable Ancillary Agreement(s)Agreement. The obligations set forth in this Section 1.7(b1.8(b) will terminate on shall survive for the one-year anniversary duration of the Separation Time term of the applicable Contract (except without any obligation to the extent of any Conveyance for which impediments are being removed renew or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continueextend).

Transfer in Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected Conveyance to the Red Lion Spinco Group of any Red Lion Spinco Asset or Red Lion Spinco Liability, or to the Navy Parent Group of any Excluded Asset or Excluded Liability, would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the Red Lion Restructuring Spinco Reorganization, the Recapitalization or the RecapitalizationDistribution, then notwithstanding any other provision hereof, the Conveyance to the Red Lion Spinco Group of any such Red Lion Spinco Asset or Red Lion Spinco Liability, or to the Navy Parent Group of any such Excluded Asset or Excluded Liability, will automatically be deferred, and no Conveyance will occur until all legal or contractual impediments are removed or such Consents or Governmental Approvals have been obtained. Any Asset or Liability which Conveyance has been so deferred will still be considered a Red Lion Spinco Asset, a Red Lion Spinco Liability, an Excluded Asset, or an Excluded Liability, as applicable, and will be subject to Section 1.7(c1.7(d). Notwithstanding the foregoing, Navy Parent or Red Lion Spinco may elect to require the immediate Conveyance of any Red Lion Spinco Asset, Red Lion Spinco Liability, Excluded Asset or Excluded Liability notwithstanding any requirement that an immaterial Consent or immaterial Governmental Approval be obtained; provided that (i) if Red Lion Spinco so elects to require the immediate Conveyance of any such Asset or Liability, any Liabilities arising from such Conveyance will be deemed to be Red Lion Spinco Liabilities, (ii) if Navy Parent so elects to require the immediate Conveyance of any such Asset or Liability, any Liabilities arising from such Conveyance will be deemed to be Excluded Liabilities, and (iii) if Red Lion Spinco and Navy Parent jointly agree to immediately Convey such Asset or Liability, any Liabilities arising from such Conveyance will be shared evenly between Red Lion Spinco and Navy Parent and, notwithstanding any provision in Section 3.5(b4.5(b) to the contrary, the defense of any Third-Party Claim relating thereto will be jointly managed by Red Lion Spinco and NavyParent. The Parties will use their commercially reasonable efforts promptly to obtain any Consents or Governmental Approvals as required by Section 1.7(a) and to take the actions required by Section 1.7(c) pending removal of legal or contractual impediments or receipt of Consents or Governmental Approvals. If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Asset or Liability pursuant to this Section 1.7(b) are obtained, the transfer of the applicable Asset or Liability will be effected promptly in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement(s). The obligations set forth in this Section 1.7(b) will terminate on the one-year anniversary of the Separation Time (except to the extent of any Conveyance for which impediments are being removed or Consents or Governmental Approvals as are in the process of being obtained on such date, as to which such obligations will continue).by