Common use of Consent of Third Parties Clause in Contracts

Consent of Third Parties. (a) On the Closing Date, Reliant shall assign to the Purchaser, and the Purchaser will assume, the Assigned Contracts and Orders to the extent provided in this Agreement. To the extent that the assignment of all or any portion of any Assigned Contract or Order shall require the consent of the other party thereto or any other third party that has not been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to assign any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to seek to provide the Purchaser the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant and the Purchaser shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orders, provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Contracts and Orders as if the Purchaser was Reliant thereunder.

Consent of Third Parties. (a) On the Closing Date, Reliant Seller shall assign to the Purchaser, and the Purchaser will assume, the Assigned Contracts and Orders Contracts, in each case to the extent provided permitted by, and in this Agreementaccordance with, applicable Law. To Notwithstanding anything herein to the extent that contrary, but subject to Purchaser’s rights under Section 7.2(e), if the assignment or assumption of all or any portion of any rights or obligations under any Assigned Contract or Order shall require the consent of the any other party thereto or any other third party that has not been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to assign assign, license, sublicense, lease, sublease, convey or otherwise transfer any rights or obligations under any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof, unless and until such consent is obtained. In order, however, to seek to provide the Purchaser the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant Seller and the Purchaser shall cooperate, in all commercially reasonable respects, to obtain any necessary consents to the assignment of the such Assigned Contracts and OrdersContracts, provided that neither no Party shall be required to make any material payments or agree to any material undertakings in connection therewith, and (iiiii) until the earliest of: (A) the date all such consents are obtained or obtained, (B) the date all such Assigned Contracts and Orders expire or are terminatedterminated or (C) the date which is six (6) months from the Closing Date, Reliant Seller and the Purchaser shall cooperate, in all commercially reasonable respects, to provide to the Purchaser the benefits under the such Assigned Contracts and Orders (with the Purchaser being entitled to all the gains and responsible for all Losses, Taxes and Liabilities realized or incurred thereunder from the losses, Taxes, liabilities and/or obligations Closing Date until the expiration of such period if Purchaser receives the benefits thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a)2.5, if reasonably requested by the Purchaser, Reliant Seller shall use commercially reasonable efforts to seek to enforce for the benefit of the Purchaser all reasonable claims or rights of Reliant Seller arising under the applicable Assigned Contracts at Purchaser’s expense; provided, that Purchaser shall indemnify Seller and Ordersits Affiliates for any and all Losses arising in connection with any Action by a third party arising from, in connection with or otherwise with respect to actions taken or failed to be taken by Seller or any of its Affiliates consistent with Purchaser’s request and direction under this Section 2.5. The Provided that Purchaser receives the benefits thereunder, Purchaser shall perform and comply with, at the Purchaser’s cost, all of ReliantSeller’s obligations incurred during such period under the such Assigned Contracts and Orders as if the Purchaser was Reliant were Seller thereunder. Promptly after any required consents to assignment are obtained for any such Assigned Contracts, Seller shall assign and transfer such Assigned Contract to Purchaser without any further payment or consideration.

Consent of Third Parties. (a) On Nothing in this Agreement shall be ------------------------ construed as an attempt by any of the Closing Date, Reliant shall Seller Parties to assign to any of the PurchaserBuyer Parties pursuant to this Agreement any Contract, and Permit, franchise, claim or asset included in the Purchaser will assumeAssets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given or obtained (a "Non-Assignable Contract") ----------------------- excluding, however, those Rights of Way listed on Schedule 7.12 hereof, which ------------- shall be governed by the Assigned Contracts and Orders to the extent provided in this Agreementprovisions of Section 7.12. To the extent that the assignment of all any ------------ consent in respect of, or any portion of any Assigned a novation of, a Non-Assignable Contract or Order shall require the consent of the other party thereto or any other third party that has not have been obtained prior to on or before the Closing Date, Buyer Parties may elect to proceed with the Closing, in which case, each of the Seller Parties shall continue to use Reasonable Efforts to obtain any such consent or novation after the Closing Date until such time as it shall have been obtained, and each of the Seller Parties shall cooperate with each of the Buyer Parties in any economically feasible arrangement to provide that the appropriate Buyer Party shall receive the interest of any of the Seller Parties in the benefits under such Non-Assignable Contract, including, without limitation, performance by each of the Seller Parties as agents if economically feasible. Each of the Seller Parties shall pay and discharge, and shall indemnify and hold harmless each of the Buyer Parties and their Affiliates from and against, any and all out-of- pocket costs of seeking to obtain or obtaining any such consent or novation whether before or after the Closing Date. Nothing contained in this Section ------- 4.15 or elsewhere in this Agreement shall not be deemed a waiver by any of the Buyer ---- Parties of their right to have received on the Closing Date an effective assignment of all of the Assets, nor shall this Section 4.15 or any other ------------ provision of this Agreement be deemed to constitute an agreement to assign exclude from the Assets any Non-Assignable Contracts. Notwithstanding the foregoing, in the event Seller Parties are not able to obtain a required consent with respect to a Right of Way agreement or license agreement before or after the Effective Date despite Seller Parties' Reasonable Efforts, then such a Right of Way agreement or license agreement shall be deemed a Non-Consent Right of Way (as defined in Section 7.12 of this Agreement), and the provisions of Section 7.12 shall apply to any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, agreements including the restrictions on Buyer Parties' activities regarding the Non-Consent Right of Way and Seller Parties' indemnification obligation to seek to provide the Purchaser the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant and the Purchaser shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orders, provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (Buyer Parties with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Contracts and Orders as if the Purchaser was Reliant thereunderrespect thereto.

Consent of Third Parties. (a) On the Closing Date, Reliant shall Seller will assign to the PurchaserBuyer, and the Purchaser Buyer will assume, the Assigned Contracts and Orders the Permits which are to be transferred to Buyer as and to the extent provided in this AgreementAgreement by means of the Assignment and Assumption Agreement referred to in Section 1.7. To the extent that the assignment of all or any portion of any Assigned Contract or Order Permit shall require the consent of the other party thereto or any other third party that and such consent has not been obtained prior to the Closing DateClosing, this Agreement and the Assignment and Assumption Agreement shall not constitute an agreement to assign any such Assigned Contract or Order Permit included in the Acquired Assets if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to seek to provide the Purchaser Buyer the full realization and value of every Assigned Contract and Order or Permit of the character described in the immediately preceding sentence (i) at the Closingsentence, the Purchaser Seller agrees that on and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant it will, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable actions (including the appointment of Buyer as attorney-in-fact for Seller to proceed at Buyer's sole cost and expense) to obtain such consent, including forwarding to Buyer any funds received pursuant to The Dingley Press Municipal Development and Tax Increment Financing Program, dated December 7, 1993, and the Purchaser Credit Enhancement Agreement, dated as of March 1, 1994, between the Town of Lisbon, Maine and The Dingley Press, as amended (including by Amendment dated January 22, 1998). Pending obtaining such consents, Buyer and Seller shall cooperate, cooperate with each other in all reasonable respects, and lawful arrangements designed (a) to obtain any necessary consents to assure that the assignment rights of the Assigned Seller under such Contracts and Orders, provided that neither Party or Permits shall be required to make any payments or agree to any material undertakings in connection therewith, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce preserved for the benefit of or transferred or issued to Buyer and (b) to facilitate receipt of the Purchaser consideration to be received by Seller in and under every such Contract or Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Nothing in this Section 1.4 shall in any way diminish Seller's obligations hereunder to obtain all claims consents and approvals and to take all such other actions prior to or rights at Closing as are necessary to enable Seller to convey or assign good and marketable title free and clear of Reliant arising under Liens (other than Permitted Exceptions) to all the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Contracts and Orders as if the Purchaser was Reliant thereunderAcquired Assets to Buyer.

Consent of Third Parties. (a) On the Closing Date, Reliant Nothing in this Agreement shall be construed as an attempt by Seller to assign to Buyer pursuant to this Agreement any Seller Contract, permit, franchise, claim or Asset included in the PurchaserPurchased Assets that is by its terms expressly or implicitly or by law nonassignable without the consent of any other party or parties, and unless such consent or approval shall have been given, or as to which all the Purchaser will assume, remedies for the Assigned Contracts and Orders enforcement thereof available to Seller would not by law pass to Buyer as an incident of the extent assignments provided in for by this AgreementAgreement (a “Non-Assignable Contract”). To the extent that the assignment of all any Seller Required Consent in respect of, or any portion of any Assigned a novation of, a Non-Assignable Contract or Order shall require the consent of the other party thereto or any other third party that has not have been obtained prior to on or before the Closing Date, Seller shall at its sole expense continue to use its Commercially Reasonable efforts to obtain any such Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and Seller shall cooperate with Buyer in any Commercially Reasonable arrangement to provide that Buyer shall receive the interest of Seller in the benefits under each such Non-Assignable Contract, including performance, to the extent permitted by applicable Law, by Seller as agent if Commercially Reasonable; provided that, so long as Seller shall provide to Buyer substantially all the benefits of each such Non-Assignable Contracts, Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of each such Non-Assignable Contract (or such lesser amount corresponding to the value of benefits actually provided to Buyer by Seller with respect to such Non-Assignable Contract) to the extent that Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing contained in this Section 2.4 or elsewhere in this Agreement shall not be deemed a waiver by Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of Seller to obtain all of Seller Required Consents, nor shall this Section 2.4 or any other provision of this Agreement be deemed to constitute an agreement to assign exclude from the Purchased Assets any such Assigned Contract or Order if an attempted assignment without any such consent would constitute Contracts as to which a breach or violation thereof. In order, however, to seek to provide the Purchaser the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant and the Purchaser shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orders, provided that neither Party shall Seller Required Consent may be required to make any payments or agree to any material undertakings in connection therewith, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Contracts and Orders as if the Purchaser was Reliant thereundernecessary.

Consent of Third Parties. (a) On the Closing Date, Reliant Sellers shall assign to the PurchaserPurchasers, and the Purchaser Purchasers will assume, the Assigned Contracts and Orders Contracts, in each case, to the extent provided permitted by, and in this Agreementaccordance with, applicable Law. To Notwithstanding anything herein to the extent that contrary, if the assignment or assumption of all or any portion of any rights or obligations under any Assigned Contract or Order shall require the consent of the any other party thereto or any other third party Third Party that has not been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to assign assign, license, sublicense, lease, sublease, convey or otherwise transfer any rights or obligations under any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereofContract. In order, however, to seek to provide the Purchaser Purchasers the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence sentence: (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (iia) as soon as practicable after the Closing, Reliant Sellers and the Purchaser Purchasers shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orderslisted on Schedule 1.1(a), provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iiib) until the earliest of: (i) the date all such consents are obtained or obtained, (ii) the date all such Assigned Contracts and Orders expire or are terminated; or (iii) the date which is three (3) months from the Closing Date, Reliant Sellers and the Purchaser Purchasers shall cooperate, in all reasonable respects, to provide to the Purchaser Purchasers the benefits under the Assigned Contracts and Orders (with the Purchaser Purchasers being entitled to all the gains and responsible for all the lossesLosses, Taxes, liabilities and/or obligations Taxes and Liabilities thereunder), subject to all burdens and liabilities Liabilities thereunder. In connection with clause (iii) of this Section 2.5(a)2.6, if reasonably requested by the PurchaserPurchasers, Reliant Sellers shall use Commercially Reasonable Efforts to seek to enforce for the benefit of the Purchaser Purchasers all reasonable claims or rights of Reliant Sellers arising under the applicable Assigned Contracts at Purchasers expense; provided, that Purchasers shall indemnify Sellers and Ordersits Affiliates for any and all Losses arising in connection with any Action by a Third Party arising from, in connection with or otherwise with respect to actions taken or failed to be taken by Sellers or any of its Affiliates at Purchasers request pursuant to this Section 2.6. The Purchaser Purchasers shall perform and comply with, at the Purchaser’s Purchasers cost, all of Reliant’s Sellers obligations under the Assigned Contracts and Orders accruing on or after the Closing Date as if the Purchaser was Reliant Purchasers were Sellers thereunder.. 2.7

Consent of Third Parties. (a) On As of the Closing DateEffective Time, Reliant Seller shall assign to the PurchaserBuyer, and the Purchaser Buyer will assume, the Assigned Contracts and Orders to the extent provided in this Agreement. To , in each case to the extent that permitted by, and in accordance with, applicable Law. Notwithstanding anything herein to the contrary, if the assignment or assumption of all or any portion of any rights or obligations under any Assigned Contract or Order shall require the consent of the any other party thereto or any other third party that has not been obtained prior to the Closing DateEffective Time, this Agreement shall not constitute an agreement to assign assign, license, sublicense, lease, sublease, convey or otherwise transfer any rights or obligations under any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to seek to provide the Purchaser Buyer the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant Seller and the Purchaser Buyer shall cooperate, in all reasonable respects, to obtain any remaining necessary consents to the assignment of the any Assigned Contracts and OrdersContracts; provided, provided however, that neither Party shall be required to make any material payments or agree to any material undertakings in connection therewith, and (iiiii) until the earliest of: (A) the date all such consents are obtained or obtained, (B) the date all such Assigned Contracts and Orders expire or are terminated, Reliant or (C) the date which is three (3) months from the Closing Date, Seller and the Purchaser Buyer shall cooperate, in all reasonable respects, to provide to the Purchaser Buyer the benefits under the Assigned Contracts and Orders (with the Purchaser Buyer being entitled to all the gains and subject to, and responsible for for, all the lossesLosses, Taxes, liabilities and/or obligations Taxes and Liabilities thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a)2.5, if reasonably requested by the PurchaserBuyer, Reliant Seller shall use commercially reasonable efforts to seek to enforce for the benefit of the Purchaser Buyer all reasonable claims or rights of Reliant Seller arising under the applicable Assigned Contracts Contracts; provided, however, (Y) Buyer shall indemnify Seller and Ordersits Affiliates for any and all Losses arising in connection with any Action by a third party arising from, in connection with, or otherwise with respect to actions taken or failed to be taken by Seller at Buyer’s request pursuant to this Section 2.5 and (Z) Buyer shall reimburse Seller for all reasonable and documented out-of-pocket expenses actually incurred by Seller arising from, in connection with, or otherwise with respect to actions taken by Seller at Buyer’s request pursuant to this Section 2.5. The Purchaser Buyer shall perform and comply with, at the PurchaserBuyer’s cost, all of ReliantSeller’s obligations under the Assigned Contracts and Orders as if the Purchaser Buyer was Reliant Seller thereunder.

Consent of Third Parties. (a) On the Closing Date, Reliant Seller shall assign to the Purchaser, and the Purchaser will assume, the Assigned Contracts and Orders Assumed Contracts, in each case to the extent provided permitted by, and in this Agreementaccordance with, applicable Law. To Notwithstanding anything herein to the extent that contrary, but subject to Purchaser’s rights under Section 4.2, if the assignment or assumption of all or any portion of any Assigned rights or obligations under any Assumed Contract or Order shall require the consent of the any other party thereto or any other third party that has not been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to assign assign, license, sublicense, lease, sublease, convey or otherwise transfer any rights or obligations under any such Assigned Assumed Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof, unless and until such consent is obtained. In order, however, to seek to provide the Purchaser the full realization and value of every Assigned Assumed Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant Sellers and the Purchaser shall cooperate, in all commercially reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orderssuch Assumed Contracts, provided that neither no Party shall be required to make any material payments or agree to any material undertakings in connection therewith, [***], and (iiiii) until the earliest of: (a) the date all such consents are obtained or obtained, (b) the date all such Assigned Assumed Contracts and Orders expire or are terminatedterminated or (c) the date which is twelve (12) months from the Closing Date, Reliant Sellers and the Purchaser shall cooperate, in all commercially reasonable respects, to provide to the Purchaser the benefits under the Assigned such Assumed Contracts and Orders (with the Purchaser being entitled to all the gains and responsible for all Losses, Taxes and Liabilities realized or incurred thereunder from the losses, Taxes, liabilities and/or obligations Closing Date until the expiration of such period if Purchaser receives the benefits thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a)4.4, if reasonably requested by the Purchaser, Reliant Sellers shall use commercially reasonable efforts to seek to enforce for the benefit of the Purchaser all reasonable claims or rights of Reliant Sellers arising under the applicable Assigned Assumed Contracts at Purchaser’s expense; provided that Purchaser shall indemnify Sellers and Orderstheir Affiliates for any and all Losses arising in connection with any action by a third party arising from, in connection with or otherwise with respect to actions taken or failed to be taken by Sellers or any of their Affiliates consistent with Purchaser’s request and direction under this Section 4.4. The Provided that Purchaser receives the benefits thereunder, Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s Sellers’ obligations incurred during such period under the Assigned such Assumed Contracts and Orders as if the Purchaser was Reliant were Seller thereunder. Promptly after any required consents to assignment are obtained for any such Assumed Contracts, Sellers shall assign and transfer such Assumed Contract to Purchaser without any further payment or consideration.

Consent of Third Parties. Nothing in this Agreement nor the consummation of the Transaction contemplated hereby shall be construed as an attempt or agreement to assign any Asset, including any Contract and Agreement, Permit, Real Property Lease, Personal Property Lease, certificate, approval, authorization or other right, which by its terms or by applicable law is nonassignable without the consent of a third party or a governmental body or is cancelable by a third party in the event of an assignment (a“Nonassignable Assets”) On unless and until such consent, approval or authorization, or replacement thereof, shall have been obtained. With respect to such Nonassignable Assets, Sellers shall, and shall cause their respective affiliates to, use their commercially reasonable efforts to cooperate with Buyer at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Sellers or any of their respective affiliates to incur any actual out-of-pocket costs payable to any third party or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Buyer and Sellers shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Contracts and Agreements or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Sellers and their respective affiliates so that, in any such case, Buyer shall be solely responsible for such Liabilities. To the extent permitted by applicable law, in the event consents or approvals to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, Reliant by Sellers or the applicable affiliate of Sellers in trust for Buyer and the covenants and obligations thereunder shall assign be performed by Buyer in Sellers’ or such affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Sellers shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the Purchaserbenefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Sellers or the Purchaser will assume, the Assigned Contracts and Orders applicable affiliate of Sellers shall promptly pay over to the extent provided Buyer all money or other consideration received by it in this Agreement. To the extent that the assignment respect of all or any portion Nonassignable Assets. As of any Assigned Contract or Order shall require the consent of the other party thereto or any other third party that has not been obtained prior to and from the Closing Date, this Agreement shall not constitute an agreement to assign any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, howevereach of the Sellers on behalf of itself and its affiliates authorizes Buyer, to seek to provide the Purchaser extent permitted by applicable law and the full realization and value of every Assigned Contract and Order terms of the character described Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Sellers or their respective affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant and the Purchaser shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment name of the Assigned Contracts applicable affiliate of Sellers and Orderson such affiliate’s behalf with respect thereto and Buyer agrees to indemnify and hold Sellers and their respective affiliates, provided that neither Party shall be required agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to make any payments Buyer’s performance of, or agree failure to any material undertakings in connection therewithperform, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Nonassignable Assets, except for those Material Contracts and Orders as if the Purchaser was Reliant thereunderthat are not identified on Schedule 2.13.

Consent of Third Parties. (a) On Nothing in this Agreement shall be construed as an attempt by the Closing Date, Reliant shall Seller to assign to the PurchaserBuyer pursuant to this Agreement any Contract, and permit, franchise, claim, or asset included in the Purchaser will assumePurchased Assets that is by its terms, Contract, or Law nonassignable without the Assigned Contracts and Orders consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to the extent Seller would not by Contract pass to the Buyer as an incident of the assignments provided in for by this AgreementAgreement (a “Non-Assignable Contract”). To the extent that the assignment of all any Seller Required Consent in respect of, or any portion of any Assigned a novation of, a Non-Assignable Contract or Order shall require the consent of the other party thereto or any other third party that has not have been obtained prior to on or before the Closing Date, this Agreement the Seller Parties shall continue to use reasonable efforts (which shall not include the payment of money by the Seller Parties) to obtain any such Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the Seller shall cooperate with the Buyer in any economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller in the benefits under such Non-Assignable Contract, including performance by the Seller as agent if economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that the Buyer would have been responsible therefor if such consent or approval had been obtained. This Section 2.7 shall not be deemed to constitute an agreement to assign exclude from the Purchased Assets any such Assigned Contract or Order if an attempted assignment without any such consent would constitute Contracts as to which a breach or violation thereofSeller Required Consent may be necessary. In order, however, to seek to provide Except for the Purchaser the full realization and value of every Assigned Contract and Order of the character described obligations set forth in the immediately preceding sentence (i) at the Closingthis Section 2.7, the Purchaser and Reliant Seller Parties shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after have no Liability to the Closing, Reliant and the Purchaser shall cooperate, in all reasonable respects, Buyer or Parent for failing to obtain any necessary consents to the assignment of the Assigned Contracts and Orders, provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Contracts and Orders as if the Purchaser was Reliant thereunderSeller Required Consent.

Consent of Third Parties. (a) On the Closing Date, Reliant the Seller shall assign to the PurchaserBuyer, and the Purchaser Buyer will assume, the Assigned Contracts and Orders to the extent provided in this Agreement. To the extent that the assignment of all or any portion of any Assigned Contract or Order shall require the consent of the other party thereto or any other third party that has not been obtained prior to the Closing Dateparty, this Agreement shall not constitute an agreement to assign any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to seek to provide the Purchaser Buyer the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (iia) as soon as practicable after the Closing, Reliant the Seller and the Purchaser Buyer shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and OrdersContracts, provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iiib) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant the Seller and the Purchaser Buyer shall cooperate, in all reasonable respects, to provide to the Purchaser Buyer the benefits under the Assigned Contracts and Orders (with the Purchaser Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iiib) of this Section 2.5(a2.1(e), if reasonably requested by the Purchaser, Reliant Seller shall seek to enforce at the cost of and for the benefit of the Purchaser Buyer all claims or rights of Reliant the Seller arising under the applicable Assigned Contracts Contracts, and Orders. The Purchaser the Buyer shall perform and comply with, at the Purchaser’s Buyer's cost, all of Reliant’s the Seller's obligations under the Assigned Contracts and Orders as if the Purchaser Buyer was Reliant the Seller thereunder. Nothing in this Section 2.1(e) shall in any way diminish the condition in Section 6.1(f) of this Agreement.

Consent of Third Parties. (a) On Nothing in this Agreement shall be ------------------------ construed as an attempt by the Closing Date, Reliant shall Seller to assign to the PurchaserBuyer pursuant to this Agreement any Contract, and permit, franchise, claim or asset included in the Purchaser will assumePurchased Assets that is by its terms or by law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the Assigned Contracts and Orders remedies for the enforcement thereof available to the extent Seller would not by law pass to Buyer as an incident of the assignments provided in for by this AgreementAgreement (a "Non-Assignable Contract"). To the extent that the assignment of all any Seller Required Consent in respect of, or any portion of any Assigned a novation of, a Non- Assignable Contract or Order shall require the consent of the other party thereto or any other third party that has not have been obtained prior to on or before the Closing Date, the Buyer may elect to proceed with the Closing, in which case, the Seller shall continue to use reasonable efforts to obtain any such Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the Seller shall cooperate with the Buyer in any economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller in the benefits under such Non-Assignable Contract, including performance by the Seller as agent if economically feasible, provided that Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non- Assignable Contract to the extent that the Buyer would have been responsible therefor if such consent or approval had been obtained. The Seller shall pay and discharge, and shall indemnify and hold harmless the Buyer and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such Seller Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.7 or elsewhere in this Agreement shall not be deemed a waiver by the Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of the Seller to obtain all of the Seller Required Consents, nor shall this Section 2.7 or any other provision of this Agreement be deemed to constitute an agreement to assign exclude from the Purchased Assets any such Assigned Contract or Order if an attempted assignment without any such consent would constitute Contracts as to which a breach or violation thereof. In order, however, to seek to provide the Purchaser the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant and the Purchaser shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orders, provided that neither Party shall Seller Required Consent may be required to make any payments or agree to any material undertakings in connection therewith, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Contracts and Orders as if the Purchaser was Reliant thereundernecessary.

Consent of Third Parties. (a) On the Closing Date, Reliant the Seller shall assign to the PurchaserBuyer, and the Purchaser will Buyer shall assume, the Assigned Contracts and Orders to the extent provided in this Agreement. To the extent that the assignment of all or any portion of any Assigned Contract or Order shall require the consent of the other party thereto or any other third party that has not been obtained prior to the Closing Dateparty, this Agreement shall not constitute an agreement to assign any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to seek to provide the Purchaser Buyer the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant the Seller and the Purchaser Buyer shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and OrdersContracts, provided that neither Party party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iiiii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant the Seller and the Purchaser Buyer shall cooperate, in all reasonable respects, to provide to the Purchaser Buyer the benefits under the Assigned Contracts and Orders (with the Purchaser Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations Taxes and Liabilities thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iiiii) of this Section 2.5(a)2.5, if reasonably requested by the Purchaser, Reliant Seller shall seek to enforce at the cost of and for the benefit and risk of the Purchaser Buyer all claims or rights of Reliant the Seller arising under the applicable Assigned Contracts to the extent such claims or rights are included in the Purchased Assets, and Orders. The Purchaser the Buyer shall perform and comply with, at the PurchaserBuyer’s cost, all of Reliantthe Seller’s obligations under the Assigned Contracts and Orders Contracts, to the extent such obligations are Assumed Liabilities as if the Purchaser Buyer was Reliant the Seller thereunder. Nothing in this Section 2.5 shall in any way diminish the conditions in Article IX of this Agreement.

Consent of Third Parties. (a) On the Closing Date, Reliant Sellers shall assign to the PurchaserPurchasers, and the Purchaser Purchasers will assume, the Assigned Contracts and Orders Contracts, in each case, to the extent provided permitted by, and in this Agreementaccordance with, applicable Law. To Notwithstanding anything herein to the extent that contrary, if the assignment or assumption of all or any portion of any rights or obligations under any Assigned Contract or Order shall require the consent of the any other party thereto or any other third party Third Party that has not been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to assign assign, license, sublicense, lease, sublease, convey or otherwise transfer any rights or obligations under any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereofContract. In order, however, to seek to provide the Purchaser Purchasers the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence sentence: (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (iia) as soon as practicable after the Closing, Reliant Sellers and the Purchaser Purchasers shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orderslisted on Schedule 1.1(a), provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iiib) until the earliest of: (i) the date all such consents are obtained or obtained, (ii) the date all such Assigned Contracts and Orders expire or are terminated; or (iii) the date which is three (3) months from the Closing Date, Reliant Sellers and the Purchaser Purchasers shall cooperate, in all reasonable respects, to provide to the Purchaser Purchasers the benefits under the Assigned Contracts and Orders (with the Purchaser Purchasers being entitled to all the gains and responsible for all the lossesLosses, Taxes, liabilities and/or obligations Taxes and Liabilities thereunder), subject to all burdens and liabilities Liabilities thereunder. In connection with clause (iii) of this Section 2.5(a)2.6, if reasonably requested by the PurchaserPurchasers, Reliant Sellers shall use Commercially Reasonable Efforts to seek to enforce for the benefit of the Purchaser Purchasers all reasonable claims or rights of Reliant Sellers arising under the applicable Assigned Contracts at Purchasers expense; provided, that Purchasers shall indemnify Sellers and Ordersits Affiliates for any and all Losses arising in connection with any Action by a Third Party arising from, in connection with or otherwise with respect to actions taken or failed to be taken by Sellers or any of its Affiliates at Purchasers request pursuant to this Section 2.6. The Purchaser Purchasers shall perform and comply with, at the Purchaser’s Purchasers cost, all of Reliant’s Sellers obligations under the Assigned Contracts and Orders accruing on or after the Closing Date as if the Purchaser was Reliant Purchasers were Sellers thereunder.

Consent of Third Parties. (a) On the Closing Date, Reliant Nothing in this Agreement shall be ------------------------ construed as an attempt by BAM to assign to OpCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the PurchaserBAM Contributed Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, and unless such consent or approval shall have been given, or as to which all the Purchaser will assume, remedies for the Assigned Contracts and Orders enforcement thereof available to BAM would not by Law pass to OpCo as an incident of the extent assignments provided in for by this AgreementAgreement (a "Non-Assignable Contract"). To the extent ----------------------- that the assignment of all any consent in respect of, or any portion of any Assigned a novation of, a Non-Assignable Contract or Order shall require the consent of the other party thereto or any other third party that has not been obtained prior obtained, BAM shall continue to the Closing Date, this Agreement shall not constitute an agreement use commercially reasonable efforts to assign any such Assigned Contract or Order if an attempted assignment without obtain any such consent would constitute a breach or violation thereof. In ordernovation until such time as it shall have been obtained, however, and BAM shall use commercially reasonable efforts to seek cooperate with OpCo to provide that OpCo shall receive the Purchaser the full realization and value interest of every Assigned Contract and Order of the character described BAM in the immediately preceding sentence (i) at the Closingbenefits under such Non-Assignable Contract, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, including performance by BAM as agent if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant and the Purchaser shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orderscommercially reasonable, provided that neither Party OpCo shall be required undertake to make any payments pay or agree satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to any material undertakings in connection therewiththe extent that OpCo would have been responsible therefor if such consent or approval had been obtained. If, and (iii) until all despite such consents are obtained or all such Assigned Contracts and Orders expire or are terminatedefforts, Reliant and the Purchaser shall cooperate, in all reasonable respects, BAM is unable to provide to OpCo with the Purchaser interest of BAM in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in the Assigned Contracts BAM Contributed Assets, and Orders (the Liabilities under such Non-Assignable Contract shall not be included in the BAM Assumed Liabilities, in each case until such time as BAM is able to provide OpCo with the Purchaser entitled interest of BAM in such benefits or BAM obtains the aforesaid consent or novation with respect to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Contracts and Orders as if the Purchaser was Reliant thereunderNon-Assignable Contract.

Consent of Third Parties. (a) On the Closing Date, Reliant the Seller shall assign to the PurchaserBuyer, and the Purchaser Buyer will assume, the Assigned Contracts and Orders the Other Assigned Contracts, to the extent provided in this Agreement. To , in each case to the extent that permitted by and in accordance with applicable Law. Notwithstanding anything to the contrary in this Agreement, if the assignment or assumption of all or any portion of any rights or obligations under any Assigned Contract or Order shall require the consent Consent of the other party thereto or any other third party that has not been obtained prior to the Closing DateDate (or otherwise are not in full force and effect) and, if applicable, the Buyer waives the condition set forth in Section 7.2(c) and the Closing occurs, then this Agreement shall not constitute an agreement to assign or otherwise transfer any rights or obligations under any such Assigned Contract or Order Other Assigned Contract if an attempted assignment or transfer without any such consent Consent would constitute a breach or violation thereofthereof (each, a "Restricted Assigned Contract"). In orderFollowing the Closing the Parties shall use their Reasonable Efforts, howeverand cooperate with each other, to seek obtain the required Consent relating to provide the Purchaser the full realization and value of every Assigned each Restricted Assumed Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after and, pending the Closingreceipt of the required Consent for the Restricted Assumed Contract, Reliant the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser Buyer the benefits of use of the Restricted Assumed Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Seller against a third party thereunder); provided, however, that, except as set forth in the Transition Services Agreement (i) the Buyer shall cooperateindemnify and hold harmless the Seller and its Affiliates for any and all Liabilities arising in connection with any action by a third party arising from, in connection with, or otherwise with respect to actions taken or failed to be taken by the Seller at the Buyer's request pursuant to this Section 1.4, and (ii) the Buyer shall reimburse the Seller for all reasonable respectsand documented out‑of‑pocket expenses incurred by the Seller arising from, to obtain any necessary consents to the assignment of the Assigned Contracts and Orders, provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewithwith or otherwise with respect to actions taken by the Seller at the Buyer's request pursuant to this Section 1.4, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser Buyer shall perform and comply with, at the Purchaser’s Buyer's sole cost, all of Reliant’s the Seller's obligations arising after Closing, except to the extent such obligations do not constitute an Assumed Liability, under the Restricted Assigned Contracts and Orders as if the Purchaser Buyer was Reliant the Seller thereunder. Upon receipt of the required Consent for the assignment and transfer of a Restricted Assigned Contract, the Seller shall promptly assign and transfer such Restricted Assigned Contract to the Buyer, and the Buyer shall assume the obligations under such Restricted Assigned Contract pursuant to a special-purpose assignment and assumption agreement reasonably satisfactory to the Parties (which special-purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to the Buyer).

Consent of Third Parties. (a) On the Closing Date, Reliant shall the Sellers will assign to the PurchaserBuyers, and the Purchaser Buyers will assume, the Assigned Contracts which are to be transferred to the Buyers as and Orders to the extent provided in this AgreementAgreement by means of the Assignment and Assumption Agreement referred to in Section 2.2. To the extent that the assignment of all or any portion of any Assigned Contract or Order shall require the consent of the other party thereto or any other third party that has not been obtained prior to the Closing Dateparty, this Agreement and the Assignment and Assumption Agreement shall not constitute an agreement to assign any such Assigned Contract or Order included in the Acquired Assets if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to seek to provide the Purchaser Buyers the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closingsentence, the Purchaser Sellers agree that on and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant they will, at the request and under the Purchaser shall cooperatedirection of the Buyers, in the name of the Sellers or otherwise as the Buyers shall specify, take all reasonable respects, to obtain any necessary consents to actions (including the assignment appointment of the Assigned Buyers or any of their Affiliates as attorney-in-fact for the Sellers) and do or cause to be done all such things as shall in the reasonable opinion of the Buyers or its counsel be necessary or proper (a) to assure that the rights of the Sellers under such Contracts and Orders, provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce preserved for the benefit of or transferred or issued to the Purchaser all claims or rights Buyers and (b) to facilitate receipt of Reliant arising the consideration to be received by the Sellers in and under every such Contract, which consideration shall be held for the applicable Assigned Contracts benefit of, and Ordersshall be delivered to, the Buyers. The Purchaser Nothing in this Section 1.3 shall perform and comply with, at in any way diminish the Purchaser’s cost, all of Reliant’s Sellers’ obligations under Section 5.5 with regard to consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Assigned Contracts Sellers to convey or assign good and Orders as if marketable title free and clear of Encumbrances (other than Permitted Encumbrances) to all the Purchaser was Reliant thereunderAcquired Assets to the Buyers.