Common use of Consent of Third Parties Clause in Contracts

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party to assign to the Company pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessary.

Consent of Third Parties. (a) Nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall be construed as not constitute an attempt by any GPF Party agreement to assign to any of the Company pursuant to this Agreement Liberty Sub Contracts, Liberty Sub Permits, Liberty Sub Warranties, Holdings Contracts, Holdings Permits or Holdings Warranties or any Contractclaim, Governmental Permitright or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties a third Person thereto, unless would constitute a breach or other contravention thereof or in any way adversely affect the rights of Holdings or Liberty Sub, as the case may be, thereunder. Liberty Sub or Holdings, as applicable, will use reasonable best efforts to obtain the consent of the other parties to any such Liberty Sub Contract, Liberty Sub Permit, Liberty Sub Warranty, Holdings Contract, Holdings Permit or Holdings Warranty, as the case may be, for the assignment thereof to Holdings or Liberty Sub, as applicable. If such consent or approval shall have been givenis not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Holdings or Liberty Sub, as to which all the remedies for the enforcement thereof available to any GPF Party case may be, thereunder so that Holdings or Liberty Sub, as applicable, would not by Law pass in fact receive all such rights, Liberty Sub and Holdings will cooperate to achieve a mutually agreeable arrangement under which (i) Holdings would obtain the benefits and assume the obligations thereunder (but only to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not such obligations would have been obtained constituted Liberty Sub Assumed Liabilities if such assignment occurred on or before the Closing Date, CGL ) from and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Holdings, or under which Liberty Sub would enforce for the benefit of Holdings, with Holdings assuming Liberty Sub's obligations to the same extent as if it shall would have been obtainedconstituted a Liberty Sub Assumed Liability, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest and all rights of any GPF Party in Liberty Sub against a third Person thereto; and (ii) Liberty Sub would obtain the benefits under and assume the obligations thereunder (but only to the extent such Non-Assignable GPF Contractobligations would have constituted Holdings Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including performance subcontracting, sublicensing or subleasing to Liberty Sub or under which Holdings would enforce for the benefit of Liberty Sub with Liberty Sub assuming Holdings' obligations to the same extent as if it would have constituted a Holdings Assumed Liability, and any and all rights of Holdings against a third Person thereto. Liberty Sub or Holdings as applicable, will pay promptly to the other applicable party when received all monies received by Liberty Sub or Holdings, as applicable, after the relevant GPF Party Closing Date under any of the Liberty Sub Contracts, Liberty Sub Permits, Liberty Sub Warranties, Holdings Contracts, Holdings Permits or Holdings Warranities, as agent if economically feasible; provided that the Company shall undertake to pay case may be, or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract any claim, right or benefit arising thereunder to the extent that the Company Holdings or Liberty Sub, as applicable, would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryentitled thereto pursuant hereto.

Consent of Third Parties. (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt by any GPF Party or agreement to assign to the Company pursuant to this Agreement any Purchased Asset, including any Contract, Governmental Permit, franchiseIntellectual Property, claim certificate, approval, authorization or asset included in the Contributed GPF Assets that is other right, which by its terms or by Law is nonassignable without the consent of any other a third party or parties thereto, a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent or approval shall have been givenobtained. Seller shall, or as and shall cause its Affiliates to, use its commercially reasonable best efforts to which all the remedies for the enforcement thereof available cooperate with Buyer at its request in endeavoring to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”)obtain such consents promptly. To the extent that any GPF Required Consent permitted by applicable Law, in respect ofthe event consents to the assignment thereof cannot be obtained, or a novation ofsuch Nonassignable Assets shall be held, a Non-Assignable GPF Contract shall not have been obtained on or before as of and from the Closing Date, CGL by Seller or the applicable Affiliate of Seller in trust for Buyer and the Company covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Seller’s expense such actions in its name or otherwise as Buyer may elect reasonably request so as to proceed provide Buyer with the Closingbenefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after respect of all Nonassignable Assets. As of and from the Closing Date until such time as it shall have been obtainedDate, Seller on behalf of itself and its Affiliates authorizes Buyer, to the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance extent permitted by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under applicable Law and the terms of such Non-Assignable GPF Contract the Nonassignable Assets, at Buyer’s expense, to perform all the extent that obligations and receive all the Company would have been responsible therefor if such consent benefits of Seller or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from under the Nonassignable Assets and against, any and all outappoints Buyer its attorney-ofin-pocket costs of seeking fact to obtain act in its name on its behalf or obtaining any such GPF Required Consent whether before or after in the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all name of the Contributed GPF Assets or applicable Affiliate of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessarySeller and on such Affiliate’s behalf with respect thereto.

Consent of Third Parties. (a) Nothing Anything to the contrary in this Agreement shall be construed as an attempt by any GPF Party to assign notwithstanding, to the Company pursuant to this Agreement extent that the sale, conveyance, transfer or assignment of any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without Brokerage Asset requires the consent of a third party, this Agreement shall not constitute an agreement to effect such sale, conveyance, transfer or assignment if such action would constitute a breach or violation thereof or adversely affect Buyer's rights thereunder. Seller agrees to use its reasonable best efforts (with no obligation to pay any other fee to any third party for the purpose of obtaining any consent or parties thereto, unless approval or any costs and expenses of any third party resulting from the process of obtaining such consent or approval shall have been given, or as approval) to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass obtain such consents prior to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”)Brokerage Closing Date in accordance with Section 6.04. To the extent that any GPF Required Consent in respect of, such consent is not obtained prior to the Brokerage Closing Date (i) Seller shall use reasonable best efforts (with no obligation to pay any fee to any third party for the purpose of obtaining any consent or a novation of, a Non-Assignable GPF Contract shall not have been obtained on approval or before any costs and expenses of any third party resulting from the process of obtaining such consent or approval) to (A) obtain any such consent after the Brokerage Closing Date, CGL and (B) to the Company may elect extent reasonably practicable, provide or cause to proceed with be provided to Buyer the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain benefits of any such GPF Required Consent Brokerage Asset for which such consent or novation after the Closing Date until such time as it shall have waiver has not been obtained, (C) cooperate in any arrangement, reasonable and lawful as to Seller and Buyer, designed to provide such benefits to Buyer, (D) enforce for the GPF Parties shall cooperate account of Buyer any rights of Seller arising from such Brokerage Asset for which such consent has not been obtained against the other party, including, without limitation, the right to elect to terminate in accordance with the Company in any economically feasible arrangement to provide that terms thereof on the Company shall receive the interest advice of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and dischargeBuyer, and (E) Seller shall pay, defend, indemnify and hold Buyer harmless the Company and its Affiliates from and against, any and all out-of-pocket costs liability suffered by Buyer as a result of seeking any failure of Seller to obtain or obtaining any such GPF Required Consent consent whether before or after the Brokerage Closing Date; and (ii) Buyer shall use reasonable best efforts to perform the obligations of Seller arising under such Brokerage Asset for which such consent has not been obtained, to the extent that by reason of the transactions consummated pursuant to this Agreement, Buyer has control over the resources necessary to perform such obligations. Nothing contained in this Section 2.5 or elsewhere in this Agreement 2.9 shall be deemed (i) a waiver by the Company Buyer of its right rights to have received on or before the Brokerage Closing Date an effective assignment of all of the Contributed GPF Assets Brokerage Assets, (ii) a waiver by Buyer of its rights to have each condition to Brokerage Closing set forth in Article VIII satisfied on the Brokerage Closing Date or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed (iii) to constitute an agreement to exclude from the Contributed GPF Brokerage Assets any Contracts as to which a GPF Required Consent may be necessaryproperties, assets or rights described under Section 2.01 or limit or affect Seller's representations, warranties and covenants in this Agreement.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party or agreement to assign to the Company pursuant to this Agreement any Contractasset, Governmental Permitcontract, franchiselease, claim permit, license or asset other right which would otherwise be included in the Contributed GPF Purchased Assets that but which is by its terms or by Law nonassignable law non-assignable without the consent of any the other party or parties thereto, thereto or any Governmental Authority unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available enjoyed by any Transferor or the Business would not, as a matter of law, pass to any GPF Party would not by Law pass to the Company Transferee as an incident of the assignments provided for by this Agreement (a “the "NON-ASSIGNABLE ASSETS"). Each Transferor agrees to use Reasonable Efforts to obtain such consent or consents promptly. At such time as any Non-Assignable GPF Contract”). To Asset is properly assigned to the extent that any GPF Required Consent in respect ofappropriate Transferee, or a novation of, a such Non-Assignable GPF Contract Asset shall not have been obtained on or before become a Purchased Asset. Following the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF ContractAssets may be properly assigned to the appropriate Transferee, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract Assets shall be held in trust for the appropriate Transferee and the covenants and obligations thereunder shall be performed by the appropriate Transferee in the name of the Transferor, and all benefits and obligations existing thereunder shall be for the account of the appropriate Transferee. During such period, the Transferor shall take or cause to be taken such action in its name or otherwise as the appropriate Transferee may reasonably request, at the appropriate Transferee's expense, so as to provide the appropriate Transferee with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration to become due and payable under the Non-Assignable Assets, and the Transferor shall promptly pay over to the appropriate Transferee all money or other consideration received by it (or its Affiliates) in respect of all Non-Assignable Assets. Following the Closing, the Transferor authorizes the appropriate Transferee, to the extent that permitted by applicable law and the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and dischargeterms of the Non-Assignable Assets, and shall indemnify and hold harmless at the Company and its Affiliates from and againstappropriate Transferee's expense, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of perform all of the Contributed GPF Assets or obligations and receive all of the covenant benefits under the Non-Assignable Assets and appoints the appropriate Transferee its attorney-in-fact to act in its name on its behalf (and on behalf of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryits Affiliates) with respect thereto.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party the Seller to assign to the Company Buyer pursuant to this Agreement Agreement, any Contract, Governmental Permitpermit, franchise, claim or asset included in the Contributed GPF Acquired Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party the Seller would not by Law law pass to the Company Buyer as an incident of the assignments provided for by this Agreement (a “"Non-Assignable GPF Contract”"). To the extent that any GPF Seller Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company Buyer may elect to proceed with the Closing, in which case, the GPF Parties Seller shall continue to use best reasonable efforts to obtain any such GPF Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties Seller shall cooperate with the Company Buyer in any economically feasible arrangement to provide that the Company Buyer shall receive the interest of any GPF Party the Seller in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party Seller as agent if economically feasible; , provided that the Company Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company Buyer would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 SECTION 1.7 or elsewhere in this Agreement shall be deemed a waiver by the Company Buyer of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Acquired Assets or of the covenant of any GPF Party the Seller to obtain all of GPF the Seller Required Consents, nor shall this Section 2.5 SECTION 1.7 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Acquired Assets any Contracts as to which a GPF Seller Required Consent may be necessary.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party or obligation to assign to the Company pursuant to this Agreement any Contractcontract, Governmental Permitagreement, franchisepermit, license, guaranty, warranty, franchise or claim or asset included in the Contributed GPF Assets that which is by its terms or by Law law nonassignable without the consent of any the other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party would not enjoyed by Law Seller would, as a matter of law, pass to the Company Purchaser as an incident of the assignments provided for by this Agreement (any such contract, agreement, permit, license, guaranty, warranty, franchise or claim, a “"Non-Assignable GPF Contract”Right"). To In order, however, to provide Purchaser the extent that any GPF Required Consent in respect of, or a novation of, a full realization and value of every Non-Assignable GPF Contract shall not have been obtained Right, Seller agrees that on or before the Closing Date, CGL and the Company may elect to proceed with after the Closing, it will, at the request and under the direction of Purchaser, in which casethe name of Seller or otherwise as Purchaser shall specify, the GPF Parties shall continue take all actions necessary or proper (a) to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide assure that the Company shall receive the interest rights of any GPF Party in the benefits Seller under such Non-Assignable GPF Contract, including performance Rights shall be preserved for the benefit of Purchaser and (b) to facilitate receipt of the consideration to be received by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities Seller in and under the terms of every such Non-Assignable GPF Contract to Rights, which consideration shall be held for the extent that the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and dischargebenefit of, and shall indemnify be delivered to, Purchaser. From and hold harmless after the Company and Closing, Seller shall use its Affiliates from and against, commercially reasonable efforts (but without any and all out-of-pocket costs payment of seeking money by Purchaser or Seller) to obtain or obtaining the consent of the other parties to any Non-Assignable Right for the assignment thereof to Purchaser as Purchaser may request, and upon receipt of such GPF Required Consent whether before or after the Closing Dateconsent, Seller shall take such other actions pursuant to Section 9.1 hereof to assign such Non-Assignable Right to Purchaser as Purchaser may request. Nothing contained in this Section 2.5 9.2 shall in any way diminish (i) Seller's obligations under Section 6.3 or elsewhere in this Agreement shall be deemed a waiver by (ii) Purchaser's obligation to pay, perform and discharge the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryAssumed Liabilities.

Consent of Third Parties. (a) Nothing Notwithstanding anything in this Agreement shall be construed as to the contrary, this Agreement will not constitute an attempt by any GPF Party agreement to assign to any of the Company pursuant to this Agreement Newsday Contracts or Business Permits or any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention thereof or in any other party or parties thereto, unless way adversely affect the rights of Newco Sub thereunder and such consent or approval is not obtained prior to Closing. Tribune Parties shall have been given, or as use their reasonable best efforts to which all obtain the remedies consent of any such third party for the enforcement thereof available assignment to Newco Sub of any GPF Party would such Newsday Contract or Business Permit. If such consent is not by Law pass obtained prior to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the assignor or assignee thereunder so that Newsday would not in which casefact receive all such rights, the GPF Tribune Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and dischargeshall, and shall indemnify and hold harmless cause each of the Company and its Affiliates other Tribune Entities to, use reasonable best efforts so as to cooperate with Newco Sub in order to provide Newco Sub with the benefits thereunder from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement Tribune Parties shall, and shall be deemed a waiver cause each of the other Tribune Entities to, pay promptly to Newco Sub when received all monies received by the Company of its right to have received on any Tribune Entity after the Closing Date an effective assignment of all under any of the Contributed GPF Assets Newsday Contracts or any claim or right or any benefit arising thereunder to the extent that Newco Sub would be entitled thereto pursuant hereto. The provisions of this Section 1.6 shall in no way limit the obligation of Tribune Parties to seek consents prior to the Closing. If and when any such consents shall be obtained, Tribune Parties shall, and shall cause each other Tribune Entity to, promptly assign its rights thereunder to Newco Sub without payment of consideration and Newco Sub shall, without payment of any consideration therefor, assume from and after the date of such assignment the obligations of Tribune Entities thereunder (other than the obligations thereunder arising as a result of the covenant of breach thereof at or prior to (or in connection with) such assignment). (It is understood and agreed that, notwithstanding anything to the contrary in the foregoing, so long as Tribune Parties use their reasonable best efforts to cooperate with Newco Sub as contemplated by this Section 1.6, Tribune Entities will not have any GPF liability or obligation to Newco Sub or any Cablevision Party if Newco Sub is not able to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed the benefits referred to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryabove.)

Consent of Third Parties. (a) Nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall be construed as not constitute an attempt by any GPF Party agreement to assign to any of the Company pursuant to this Agreement Triple Sub Contracts, Triple Sub Permits, Triple Sub Warranties, Holdings Contracts, Holdings Permits or Holdings Warranties or any Contractclaim, Governmental Permitright or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties a third Person thereto, unless would constitute a breach or other contravention thereof or in any way adversely affect the rights of Holdings or Triple Sub, as the case may be, thereunder. Triple Sub or Holdings, as applicable, will use reasonable best efforts to obtain the consent of the other parties to any such Triple Sub Contract, Triple Sub Permit, Triple Sub Warranty, Holdings Contract, Holdings Permit or Holdings Warranty, as the case may be, for the assignment thereof to Holdings or Triple Sub, as applicable. If such consent or approval shall have been givenis not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Holdings or Triple Sub, as to which all the remedies for the enforcement thereof available to any GPF Party case may be, thereunder so that Holdings or Triple Sub, as applicable, would not by Law pass in fact receive all such rights, Triple Sub and Holdings will cooperate to achieve a mutually agreeable arrangement under which (i) Holdings would obtain the benefits and assume the obligations thereunder (but only to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not such obligations would have been obtained constituted Triple Sub Assumed Liabilities if such assignment occurred on or before the Closing Date, CGL ) from and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Holdings, or under which Triple Sub would enforce for the benefit of Holdings, with Holdings assuming Triple Sub’s obligations to the same extent as if it shall would have been obtainedconstituted a Triple Sub Assumed Liability, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest and all rights of any GPF Party in Triple Sub against a third Person thereto; and (ii) Triple Sub would obtain the benefits under and assume the obligations thereunder (but only to the extent such Non-Assignable GPF Contractobligations would have constituted Holdings Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including performance subcontracting, sublicensing or subleasing to Triple Sub or under which Holdings would enforce for the benefit of Triple Sub with Triple Sub assuming Holdings’ obligations to the same extent as if it would have constituted a Holdings Assumed Liability, and any and all rights of Holdings against a third Person thereto. Triple Sub or Holdings as applicable, will pay promptly to the other applicable party when received all monies received by Triple Sub or Holdings, as applicable, after the relevant GPF Party Closing Date under any of the Triple Sub Contracts, Triple Sub Permits, Triple Sub Warranties, Holdings Contracts, Holdings Permits or Holdings Warranities, as agent if economically feasible; provided that the Company shall undertake to pay case may be, or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract any claim, right or benefit arising thereunder to the extent that the Company Holdings or Triple Sub, as applicable, would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryentitled thereto pursuant hereto.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party Seller to assign to the Company Buyer pursuant to this Agreement any Contract, Governmental Permitpermit, franchise, claim or asset Asset included in the Contributed GPF Purchased Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party Seller would not by Law law pass to the Company Buyer as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Seller Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties Seller shall continue to use its reasonable best reasonable efforts to obtain any such GPF Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties Seller shall cooperate with the Company Buyer in any economically feasible arrangement to provide that the Company Buyer shall receive the interest of any GPF Party Seller in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party Seller as agent if economically feasible; provided that the Company Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company Buyer would have been responsible therefor if such consent or approval had been obtained. Each GPF Party Seller shall pay and discharge, and shall indemnify and hold harmless the Company Buyer and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Seller Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 2.7 or elsewhere in this Agreement shall be deemed a waiver by the Company Buyer of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Purchased Assets or of the covenant of any GPF Party Seller to obtain all of GPF the Seller Required Consents, nor shall this Section 2.5 2.7 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Purchased Assets any Contracts as to which a GPF Seller Required Consent may be necessary.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party Seller to assign to the Company Buyer pursuant to this Agreement any Contract, Governmental Permitpermit, franchise, claim or asset included in the Contributed GPF Purchased Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party Seller or Tetra, as appropriate, would not by Law law pass to the Company Buyer as an incident of the assignments provided for by this Agreement (a “"Non-Assignable GPF Contract”"). To the extent that any GPF Seller Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company Buyer may elect to proceed with the Closing, in which case, the GPF Parties Seller and Tetra shall each continue to use best reasonable efforts to obtain any such GPF Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, or as the Parties otherwise agree, and the GPF Parties Seller or Tetra, as appropriate, shall cooperate with the Company Buyer in any structuring and entering into an economically feasible arrangement to provide that the Company Buyer shall receive the interest of any GPF Party Seller or Tetra, as appropriate, in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party Seller or Tetra, as appropriate, as agent if economically feasible; , provided that the Company Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company Buyer would have been responsible therefor if such consent or approval had been obtainedobtained and such Liabilities shall be deemed an Assumed Liability. Each GPF Party Seller shall pay and discharge, and shall indemnify and hold harmless the Company Buyer and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Seller Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 SECTION 2.7 or elsewhere in this Agreement shall be deemed a waiver by the Company Buyer of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Purchased Assets or of the covenant of any GPF Party Seller to use reasonable efforts obtain all of GPF Seller Required Consents, nor shall this Section 2.5 SECTION 2.7 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Purchased Assets any Contracts as to which a GPF Seller Required Consent may be necessary. The Parties hereby acknowledge that there can be no assurances that the Seller will be able to obtain the Seller Required Consents prior to or after the Closing.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party the Seller to assign to the Company Purchaser pursuant to this Agreement any Contractcontract, Governmental Permitpermit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party the Seller would not by Law law pass to the Company Purchaser as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent such consent (each a “Third-Party Consent”) in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company Purchaser may elect to proceed with the Closing, in which case, the GPF Parties Seller shall continue to use best reasonable efforts to obtain any such GPF Required Consent consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties Seller shall cooperate with the Company Purchaser in any economically feasible arrangement to provide that the Company Purchaser shall receive the interest of any GPF Party the Seller in the benefits and obligations under such Non-Assignable GPF Contract, including performance by the relevant GPF Party Seller as agent if economically feasible; , provided that the Company Purchaser shall undertake to pay pay, perform or satisfy the corresponding Liabilities liabilities or obligations under the terms of such Non-Assignable GPF Contract to the extent that the Company Purchaser would have been responsible therefor if such consent or approval had been obtained. Each GPF To the extent Seller requests that Purchaser assist Seller in seeking to obtain any Third Party Consent after the Closing Date, then Seller shall pay and discharge, and shall indemnify and hold harmless the Company Purchaser and its Affiliates from and against, any and all out-of-reasonable out of pocket costs of seeking to obtain or obtaining any such GPF Required Third Party Consent whether before or after the Closing Dateprovided that Seller approves of such costs in writing and in advance. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company Purchaser of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party the Seller to obtain all of GPF Required such Third-Party Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts contracts as to which a GPF Required Consent such consent may be necessary.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party Xxxxxxxx or the Transferring Entities to assign to the Company HoldCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Xxxxxxxx Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party Xxxxxxxx or the Transferring Entities would not by Law pass to the Company HoldCo as an incident of the assignments provided for by this Agreement (a “"Non-Assignable GPF Contract”"). To the extent that any GPF Required Consent consent in respect of, or a novation of, a Non-Assignable GPF Contract shall has not have been obtained on or before the Closing Dateobtained, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties Xxxxxxxx shall continue to use best commercially reasonable efforts to obtain any such GPF Required Consent consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties Xxxxxxxx shall use commercially reasonable efforts to cooperate with the Company in any economically feasible arrangement HoldCo to provide that the Company HoldCo shall receive the interest of any GPF Party Xxxxxxxx or the Transferring Entities in the benefits under such Non-Assignable GPF Contract, Contract including performance by Xxxxxxxx or the relevant GPF Party Transferring Entities as agent if economically feasible; commercially reasonable, provided that the Company HoldCo shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company HoldCo would have been responsible therefor if such consent or approval had been obtained. Each GPF Party If, despite such efforts, Xxxxxxxx or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall pay and dischargenot be included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall indemnify and hold harmless not be included in the Company and its Affiliates from and againstXxxxxxxx Assumed Liabilities, any and all outin each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryAssignable Contract.

Consent of Third Parties. (a) Nothing Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to assign, assume or transfer, any Permit, Assumed Contract (other than the Power Contract), or any claim, right, benefit or obligation arising thereunder or resulting therefrom if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent of a third party would constitute a material breach thereof or affect adversely the rights and/or obligations of Purchaser or Seller thereunder. Any transfer or assignment to Purchaser by Seller of any interest, or assumption by Purchaser of any obligation, under any such Permit or Assumed Contract (other than the Power Contract) that requires the Consent of a third party to make any assignment or transfer thereof shall be construed as an attempt by made subject to such Consent being obtained. In the event any GPF Party such Consent is not obtained prior to assign to the Company pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties Seller shall continue to use best all commercially reasonable efforts to obtain any such GPF Required Consent on or novation after the Closing Date until such time as it shall have such Consent has been obtained, and the GPF Parties shall Seller will cooperate with the Company Purchaser in any economically feasible lawful arrangement requested by Purchaser to provide that the Company Purchaser shall receive the interest of any GPF Party Seller, in the benefits under any such Non-Assignable GPF Permit or Assumed Contract (other than the Power Contract), including sublicensing, subcontracting or performance by the relevant GPF Party Seller as agent if economically feasibleagent; provided provided, however, that the Company Purchaser shall undertake to pay or satisfy the corresponding Liabilities under liabilities for the terms enjoyment of such Non-Assignable GPF Contract benefit to the extent that the Company Purchaser would have been responsible therefor hereunder if such consent or approval Consent had been obtainedobtained prior to the Closing Date (and Seller shall pay or bear responsibility for any additional liabilities). Each GPF Party Seller shall pay and discharge, and shall indemnify and hold Purchaser harmless the Company and its Affiliates from and against, any and all reasonable out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before on or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement 2.07 shall be deemed a waiver by Purchaser of the Company of conditions set forth in Sections 6.01(e) or 6.01(f) or its right to have received on at or prior to the Closing Date an effective assignment of all of the Contributed GPF Purchased Assets or of and/or Assumed Contracts (including the covenant of any GPF Party to obtain all of GPF Required ConsentsPower Contract), nor shall this Section 2.5 or any other provision of this Agreement 2.07 be deemed to constitute an agreement to exclude from the Contributed GPF Purchased Assets any Contracts as to which a GPF Required Consent may be necessaryasset.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party for Seller to assign to the Company pursuant Purchaser, or for Purchaser to this Agreement assume from Seller, any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets Assumed Contract that is by its terms or by Law nonassignable not capable of being validly assigned, conveyed and transferred without the consent of any other a third party or parties thereto, unless such consent or approval shall have been given, or as obtained and remains in full force and effect at the Closing. Subsequent to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, Seller shall use its reasonable best efforts to assist Purchaser in which caseobtaining such consents, and shall assign each Assumed Contract to Purchaser upon receipt of the relevant consents for that contract. Until such time as such consents may be obtained, the GPF Parties shall continue parties agree that to use best reasonable efforts the extent practicable they will engage in mutually agreeable arrangements, including subcontracting, sublicensing or subleasing, by which Purchaser will perform Seller's obligations under the relevant Assumed Contract and by which Seller will provide the benefits of such contract to obtain Purchaser, including (i) enforcement of and for the account of Purchaser, at Purchaser's expense and direction, any such GPF Required Consent or novation and all rights and remedies of Seller against the other party thereto, and (ii) diligent collection and payment to Purchaser of any amounts received after the Closing Date by Seller under the relevant contract, in each case with payment to Purchaser to be made within 5 days of receipt of such amounts; provided, however, that if Purchaser shall so request, Seller shall instruct third parties to such contract to pay amounts due thereunder directly to Purchaser and/or to accept invoices thereunder directly from Seller. For the avoidance of doubt, Seller is retaining certain rights to payment under Sections 2.1(b)(i) and 2.1(b)(ii) of this Agreement, and the foregoing provisions shall not apply to such amounts. The relationship, if any, between the Parties established by this Section 5.8 is that of independent contractors, and nothing in this Section 5.8 shall be construed to create a relationship of agency or partnership between the parties or to create any obligation to, or provide any benefit for, any third party. Seller and Purchaser shall similarly cooperate in subcontracting, sublicensing or subleasing arrangements with respect to any Contract that is shared between the Business and Seller's remaining business until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by separated into separate contracts for the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryBusiness and Seller's remaining business.

Consent of Third Parties. (a) Nothing On the Closing Date, Seller shall assign to Buyer, and Buyer shall assume, the Contracts and the Permits which are to be transferred to Buyer as provided in this Agreement shall be construed as by means of an attempt by any GPF Party to assign to the Company pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”)Assignment and Assumption Agreement. To the extent that the assignment of all or any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest portion of any GPF Party in Contract or Permit shall require the benefits under such Non-Assignable GPF Contractconsent of the other party thereto or any other third party, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to not constitute an agreement to exclude from assign any such Contract or Permit included in the Contributed GPF Acquired Assets if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to provide Buyer the full realization and value of every Contract and Permit of the character described in the immediately preceding sentence, Seller agrees that on and after the Closing, Seller will, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all reasonable actions (including without limitation the appointment of Buyer as attorney-in-fact for Seller to proceed at Buyer’s sole cost and expense) and do or cause to be done all such things to the extent both necessary and proper, (a) to preserve the rights of Seller under such Contracts and Permits for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller in and under every such Contract and Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Nothing in this Section 2.6 shall in any way diminish Seller’s obligations under Section 5.5 hereof or to take all such other actions prior to or at Closing as are necessary to which a GPF Required Consent may be necessaryenable Sellers to convey or assign good and marketable title free and clear of Liens (other than Permitted Liens) to all the Acquired Assets to Buyer.

Consent of Third Parties. (a) Nothing On the Closing Date, the Seller shall assign to the Buyer, and the Buyer shall assume, the Contracts and the Permits (including the Environmental Permits and pending applications therefor) which are to be transferred to the Buyer as provided in this Agreement shall be construed as by means of an attempt by any GPF Party to assign to the Company pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included assignment and assumption agreement substantially in the Contributed GPF Assets that is by its terms or by Law nonassignable without the consent form of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). Exhibit C. To the extent that the assignment of all or any GPF Required Consent in respect ofportion of any Contract or Permit (including any pending application therefor) shall require the consent of the other party thereto or any other third party, or a novation of, a Non-Assignable GPF Contract this Agreement shall not have been obtained on or before the Closing Date, CGL and the Company may elect constitute an agreement to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain assign any such GPF Required Consent Contract or novation after the Closing Date until Permit (or pending application therefor) if an attempted assignment without any such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party as agent if economically feasible; consent would constitute a breach or violation thereof (provided that the Company shall undertake Seller and each of the Owners agrees to, and agrees to pay cause their respective subsidiaries to, consent to the assignment to the Buyer of any such Contract or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract Permit (including any pending application therefor) to the extent that the Company would have been responsible therefor if such consent is required for such assignment). However, the Seller and each of the Owners agrees that on and after the Closing, it will, at the request and under the reasonable direction of the Buyer, in the name of the Seller, such Owner or approval had been obtained. Each GPF Party otherwise as the Buyer shall pay specify, at the sole cost and dischargeexpense of the Seller, use its commercially reasonable efforts (including appointing the Buyer as attorney-in-fact for the Seller or such Owner to proceed at the Buyer’s sole cost and expense) to do or cause to be done all such things as shall be necessary and proper (a) to assure that the rights of the Seller under such Contracts and Permits (including any pending application therefor) shall be preserved for the benefit of the Buyer (including any extension or renewal of any such Contract or Permit) and (b) to facilitate receipt of the consideration to be received by the Seller in and under every such Contract and Permit (including any pending application therefor), which consideration shall be held for the benefit of, and shall indemnify and hold harmless be delivered to, the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing DateBuyer. Nothing contained in this Section 2.5 1.7 shall in any way diminish any obligation of any Seller or elsewhere in either Owner under this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Seller to convey or assign good and valid title free and clear of GPF Required ConsentsEncumbrances (other than Permitted Encumbrances) to all the Acquired Assets to the Buyer or shall otherwise affect the obligations of Seller, nor shall this Owners or Buyer under Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessary7.7 hereof, respectively.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party to assign to the Company pursuant to this Agreement any Contractcontract, Governmental Permitagreement, franchisepermit, license, guaranty, warranty, franchise or claim or asset included in the Contributed GPF Assets that which is by its terms or by Law law nonassignable without the consent of any the other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to enjoyed by any GPF Party would not by Law Seller would, as a matter of law, pass to the Company applicable Purchaser as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”)Agreement. To In order, however, to provide the extent Purchasers the full realization and value of every contract, agreement, permit, license, guaranty, warranty, franchise and claim of the character described in the immediately preceding sentence, each Seller agrees that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with after the Closing, it will, at the reasonable request and under the direction of any Purchaser, in which casethe name of such Seller or otherwise as any Purchaser shall specify, the GPF Parties shall continue take commercially reasonable actions necessary or proper (a) to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide assure that the Company shall receive the interest rights of any GPF Party in the benefits such Seller under such Non-Assignable GPF Contractcontracts, including performance agreements, permits, license, guaranty, warranty, franchises and claims shall be preserved for the benefit of the Purchasers and (b) to facilitate receipt of the consideration to be received by such Seller in and under every such contract, agreement, permit, license, guaranty, warranty, franchise or claim, which consideration shall be held for the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and dischargebenefit of, and shall indemnify and hold harmless be delivered to, the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Dateapplicable Purchaser. Nothing contained in this Section 2.5 or elsewhere 6.9 shall in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party way diminish (i) any Seller's obligations hereunder to obtain all of GPF consents and approvals, including the Sellers' Required Consents, nor shall this Section 2.5 and to take all such other actions prior to or at Closing as are necessary to enable the Sellers to convey and assign good and valid title to all the Assets to the Purchasers or (ii) any other provision of this Agreement be deemed Purchaser's obligation to constitute an agreement to exclude from pay, perform and discharge the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryAssumed Liabilities.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party BAM to assign to the Company OpCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the BAM Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party BAM would not by Law pass to the Company OpCo as an incident of the assignments provided for by this Agreement (a “Non-"Non- Assignable GPF Contract”"). To the extent that any GPF Required Consent consent in respect of, or a novation of, a Non-Assignable GPF Contract shall has not have been obtained on or before the Closing Dateobtained, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties BAM shall continue to use best commercially reasonable efforts to obtain any such GPF Required Consent consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties BAM shall use commercially reasonable efforts to cooperate with the Company in any economically feasible arrangement OpCo to provide that the Company OpCo shall receive the interest of any GPF Party BAM in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party BAM as agent if economically feasible; commercially reasonable, provided that the Company OpCo shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company OpCo would have been responsible therefor if such consent or approval had been obtained. Each GPF Party If, despite such efforts, BAM is unable to provide OpCo with the interest of BAM in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall pay and dischargenot be included in the BAM Contributed Assets, and the Liabilities under such Non-Assignable Contract shall indemnify not be included in the BAM Assumed Liabilities, in each case until such time as BAM is able to provide OpCo with the interest of BAM in such benefits or BAM obtains the aforesaid consent or novation with respect to the Non-Assignable Contract. Bulk Transfer Laws. Bidder, Bidder Member and hold harmless OpCo each hereby waive compliance by BAM and the Company and its Affiliates from and against, Transferring Partnerships with the provisions of any and all out-of-pocket costs of seeking Laws relating to obtain or obtaining any such GPF Required Consent whether before or after bulk transfer in connection with the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all sale of the BAM Contributed GPF Assets or Assets. BAM shall indemnify OpCo from and against any and all Liabilities (including reasonable attorneys' fees) arising out of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessarynoncompliance with such bulk transfer Laws.

Consent of Third Parties. (a) Nothing Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to assign, assume or transfer any Permit, Contract, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of any interest, or assumption by Buyer of any obligation, under any such Permit or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be construed as an attempt made subject to such Consent being obtained. Unless agreed otherwise by any GPF Party to assign to the Company pursuant to this Agreement any ContractParties, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that event any such Consent is by its terms or by Law nonassignable without the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as not obtained prior to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect subject to proceed with the Closing, in which caseSection 5.08, the GPF Parties shall continue to use their reasonable best reasonable efforts to obtain any such GPF Required Consent on or novation after the Closing Date until such time as it shall have such Consent has been obtained, and the GPF Parties shall Seller will reasonably cooperate with the Company Buyer in any economically feasible lawful arrangement reasonably requested by Buyer to provide that the Company Buyer shall receive the interest of any GPF Party Seller, in the benefits under any such Non-Assignable GPF Permit or Contract, including sublicensing, subcontracting or performance by the relevant GPF Party Seller as agent if economically feasibleagent; provided provided, however, that the Company Buyer shall undertake to pay or satisfy the corresponding Liabilities under for the terms enjoyment of such Non-Assignable GPF Contract benefit to the extent that the Company Buyer would have been responsible therefor hereunder if such consent or approval Consent had been obtainedobtained prior to the Closing Date. Each GPF Party Buyer shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, discharge any and all reasonable and documented out-of-pocket costs of seeking Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in Consents under this Section 2.5 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryexpenses.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party to assign On the Closing Date, the Seller is assigning to the Company pursuant to this Agreement any ContractBuyer, Governmental Permitand the Buyer is assuming from the Seller, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without Assigned Contracts and the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”)Assigned Permits. To the extent that the assignment of all or any GPF Required Consent in respect ofportion of any Assigned Contract or Assigned Permit is prohibited by Law, or the terms of any such Assigned Contract or Assigned Permit require the Consent of another party thereto or any other third-party, which Consent has not been obtained, this Agreement will not constitute an agreement to assign any such Assigned Contract included in the Purchased Assets if an attempted assignment without any such Consent would constitute a novation ofbreach or violation thereof or of Law (the “NonAssignable Contracts”). The Seller shall, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with after the Closing, in which caseat the request and under the direction of the Buyer, use reasonable best efforts (a) to provide the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate Buyer with the Company in any economically feasible arrangement benefits of and to provide that preserve for the Company shall receive benefit of the interest Buyer the rights of any GPF Party in the benefits Seller under such Non-Assignable GPF ContractContracts, including performance by in which case the relevant GPF Party as agent if economically feasible; provided that the Company shall Buyer will undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract Contracts to the extent that the Company Buyer would have been responsible therefor after the Closing if such consent or approval Consent had been obtained. Each GPF Party shall pay , (b) to facilitate receipt of the consideration to be received by the Seller in and dischargeunder every such Non-Assignable Contract to the extent such consideration is attributable to the provision of goods or services by the Buyer as the operator of the Business following the Closing, which consideration will be held for the benefit of, and shall indemnify will be delivered to, the Buyer, and hold harmless (c) to seek all Consents not obtained prior to the Company Closing and its Affiliates from take such other actions as are reasonably necessary and against, reasonably available to the Seller to enable the Seller to convey or assign to the Buyer good and valid title to all of the Purchased Assets free and clear of any and all Encumbrances. The Seller will bear any and all reasonable out-of-pocket costs and expenses of seeking to obtain or obtaining any such GPF Required Consent respecting the assignment of the Non-Assignable Contracts to the Buyer whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessary.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party Seller to assign to the Company Buyer pursuant to this Agreement any Contract, Governmental Permitpermit, franchise, claim or asset Asset included in the Contributed GPF Purchased Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party Seller would not by Law law pass to the Company Buyer as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Seller Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties Seller shall continue to use its reasonable best reasonable efforts to obtain any such GPF Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties Seller shall cooperate with the Company Buyer in any economically feasible arrangement to provide that the Company Buyer shall receive the interest of any GPF Party Seller in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party Seller as agent if economically feasible; provided that the Company Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company Buyer would have been responsible therefor if such consent or approval had been obtained. Each GPF Party Seller shall pay and discharge, and shall indemnify and hold harmless the Company Buyer and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent consent to the assignment of any Contract, whether before or after the Closing Date, except for (i) any vendor agreement with the Seller’s customers listed on Schedule 4.4 and (ii) any license for the use of a Trademark, Copyright or Patent used in or on an item of Inventory where Seller’s sales of such item during the calendar year 2006 or during the period commencing January 1, 2007 through the Closing Date were or are less than $25,000 per year. Nothing contained in this Section 2.5 2.6 or elsewhere in this Agreement shall be deemed a waiver by the Company Buyer of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Purchased Assets or of the covenant of any GPF Party Seller to obtain all of GPF the Seller Required Consents, nor shall this Section 2.5 2.6 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Purchased Assets any Contracts as to which a GPF Seller Required Consent may be necessary.

Consent of Third Parties. (a) Nothing Anything in this Agreement to the ------------------------ contrary notwithstanding, this Agreement shall be construed as not constitute an attempt by any GPF Party agreement to assign to any of the Company pursuant to this Agreement Contracts or Permits or any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any other party or parties a third Person thereto, unless would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. Seller will use reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer. If such consent or approval shall have been givenis not obtained prior to the Closing, or as to which all if an attempted assignment thereof would be ineffective or would adversely affect the remedies for the enforcement thereof available to any GPF Party rights of Seller thereunder so that Buyer would not by Law pass in fact receive all such rights, Seller and Buyer will cooperate to achieve a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not such obligations would have been obtained constituted Assumed Liabilities if such assignment occurred on or before the Closing Date, CGL ) from and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate in accordance with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contractthis Agreement, including performance subcontracting, sublicensing or subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Seller against a third Person thereto. Seller will pay promptly to Buyer when received all monies received by Seller after the relevant GPF Party as agent if economically feasible; provided that Closing Date under any of the Company shall undertake to pay Contracts or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. In addition, without limiting the foregoing, Buyer agrees that to the extent any of the service agreements listed on Part A of Schedule 3.6(a) that Seller is a party to with respect to Tetra-Chlor, Inc., Liquid Carbonic Industries Corporation, Bio-Lab, Inc. or Fertilizer Acquisition Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking III are not assigned to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received Buyer on the Closing Date an effective assignment of all as a result of the Contributed GPF Assets or of the covenant of any GPF Party failure to obtain all any required third party consent, Buyer shall assume Seller's obligations thereunder to the same extent as if it would have constituted an Assumed Liability to provide such services on behalf of GPF Required ConsentsSeller as Seller's subcontractor, nor and Seller shall enforce its rights under such service agreements for the benefit of Buyer. The provisions of this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from 2.7 shall in no way limit the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryClosing condition set forth in Section 6.1(c).

Consent of Third Parties. (a) Nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall be construed as not constitute an attempt by any GPF Party agreement to assign to the Company pursuant to this any Asset (including, without limitation, any Commerce Agreement or any Contract, Governmental interest of Commerce in any Commerce Permit, franchise, ) or any claim or asset included in the Contributed GPF Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if such assignment, without the consent of any other a third party or parties thereto, unless would constitute a breach or other contravention of such consent Asset or approval shall have been givenin any way adversely affect the rights of Cygne thereunder. Each of Commerce, the Members and Cygne will use their best efforts (but without any payment of money or as to which all the remedies for the enforcement thereof available to incurrence of any GPF Party would not additional liability by Law pass them except to the Company as extent the terms of any Commerce Agreement requires Commerce to pay or incur any costs in connection with an incident assignment of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closingsuch agreement, in which case, the GPF Parties case Commerce shall continue to use best reasonable efforts pay such costs) to obtain the consent of the other parties to any such GPF Required Consent Asset or novation any claim or right or any benefit arising thereunder for the assignment thereof to Cygne as Cygne may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Cygne thereunder so that Cygne would not in fact receive all such rights, Commerce and Cygne will cooperate in a mutually agreeable arrangement, including sub-contracting, sub-licensing or sub-leasing to Cygne, designed to provide Cygne after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company benefits intended to be assigned to Cygne with respect to the underlying Asset, including in any economically feasible arrangement to provide that the Company shall receive the interest case of any GPF Party in Asset that is a Commerce Agreement, enforcement of rights thereunder at the benefits under cost and for the account of Cygne, and, provided Cygne receives all such Non-Assignable GPF Contractbenefits, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company Cygne shall undertake to pay or satisfy the corresponding Liabilities under the terms of any liabilities with respect to such Non-Assignable GPF Contract Commerce Agreement as and when they are due, to the extent that the Company Cygne would have been responsible therefor hereunder if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement 1.7 shall be deemed a waiver by the Company Cygne of its right to have received on or before the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required ConsentsAssets, nor shall this Section 2.5 or any other provision of this Agreement 1.7 be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryassets described in Section 1.1.