Common use of Third Party Consents Clause in Contracts

Third Party Consents. To the extent that the Seller’s rights under any Contract, License or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereof.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 4.2.2 hereof unless and until the Buyer provides written waivers thereof.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof of such Contract or Permit or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it without cost to Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s Sellers’ rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerSellers, at its their expense, shall use its their reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerSellers, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof of such Contract or Permit or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it without cost to Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.10 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Purchased Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possiblepracticable. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, then for a period of 12 months after the Closing, Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 to 6.10to the contrary, the (a) Buyer shall not be deemed to have waived its rights under Section 4.2.3 8.01 hereof unless and until the Buyer provides written waivers thereofthereof and (b) nothing in this Section 6.10 shall be deemed to relieve Seller of its liability for breach of Section 3.02.

Third Party Consents. To the extent that the SellerCompany’s rights under any Contract, License or Permit Contract constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer Newco without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerCompany, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the BuyerNewco’s rights under the Purchased Asset in question so that the Buyer Newco would not in effect acquire the benefit of all such rights, the SellerCompany, to the maximum extent permitted by law and the such Purchased Asset, shall act after the Closing as the BuyerNewco’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the such Purchased Asset, with the Buyer Newco in any other reasonable arrangement designed to provide such benefits to the BuyerNewco. Notwithstanding any provision in this Section 1.5 2.11 to the contrary, the Buyer Newco shall not be deemed to have waived its rights under Section 4.2.3 7.02(f) hereof unless and until the Buyer Newco either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License or Permit Contract constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased AssetAsset and at Buyer’s expense, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(c) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which and such consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof 7.02(c) unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the a Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the applicable Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the such Seller, at its expense, shall use its best reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the such Buyer’s rights under the Purchased Asset in question so that the such Buyer would not in effect acquire the benefit of all such rights, the such Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the such Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, cooperate with the such Buyer in any other reasonable arrangement designed to provide such benefits to the such Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the such Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the such Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the a Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the such Seller, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possiblepossible from the date hereof until the Closing. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased AssetLaw, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To Seller and Purchaser shall cooperate to obtain the consent of any Governmental Entity required to consummate the Closing. Subject to Section 6.4, to the extent that the Seller’s rights under any Contract, License permit or Permit constituting a Purchased Asset, or any other Purchased Asset, asset to be assigned to the Purchaser under this Agreement may not be assigned to the Buyer without the consent of another Person which has not been obtainedobtained at or prior to Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, assignor and assignee shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible; provided, however, that no party shall be obligated to commence any litigation or offer or grant any accommodation (financial or otherwise) to any Person or incur any other Liability therefor. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyerassignee’s rights under the Purchased Asset asset in question so that the Buyer assignee would not in effect acquire the benefit of all such rights, the Sellerassignor, to the maximum extent permitted by law and the Purchased Assetlaw, shall act after the Closing as the Buyerassignee’s agent in order to obtain for it the benefits thereunder and each party shall cooperate, to the maximum extent permitted by Law and the Purchased AssetLaw, with the Buyer other in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereofassignee.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Assigned Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer Purchaser without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall is not be obtained prior to the Closing Date or if any attempted assignment would be ineffective or would impair the BuyerPurchaser’s rights under the Purchased Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act Parties will use commercially reasonable efforts after the Closing Date to enter into such arrangements (such as the Buyer’s agent in order subleasing, sublicensing or subcontracting) to obtain for it the benefits thereunder and shall cooperate, provide to the maximum extent permitted by Law Parties the economic and operational equivalent of the transfer of such Purchased Asset, with Asset or Assumed Liability to Purchaser as of the Buyer in any other reasonable arrangement designed to provide such benefits to the BuyerClosing Date. Notwithstanding any provision in this Section 1.5 3.4 to the contrary, the Buyer Purchaser shall not be deemed to have waived its rights under Section 4.2.3 4.2(a)(3) hereof unless and until the Buyer Purchaser either provides written waivers thereofthereof or elects to proceed to consummate the Transactions at Closing. Nothing in this Section 3.4 shall relieve Seller of Seller’s representations, warranties, obligations and covenants under Section 5.2(g).

Third Party Consents. To the extent that the Seller’s 's rights under any Contract-------------------- agreement, License contract, commitment, lease, authorization or Permit constituting a Purchased Asset, or any other Purchased Asset, Asset to be assigned to Purchaser hereunder may not be assigned to the Buyer without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s Purchaser's rights under the Purchased Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Initial Closing as the Buyer’s Purchaser's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law law and the Purchased Asset, with the Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereofPurchaser.

Third Party Consents. To the extent that the SellerSeller Party’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Sellereach Seller Party, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Sellereach Seller Party, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.07 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s 's rights under any Contractagreement, License contract, commitment, lease, authorization or Permit constituting a Purchased Asset, or any other Purchased Asset, Asset to be assigned to PRG hereunder may not be assigned to the Buyer without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, Seller shall use its best reasonable commercial efforts to obtain any such required consent(s) as promptly as possiblepossible but shall not be obligated to expend material funds to do so. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s PRG's rights under the Purchased Asset in question so that the Buyer PRG would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Assetlaw, shall act after the Closing as the Buyer’s PRG's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Assetlaw, with the Buyer PRG in any other reasonable arrangement designed to provide such benefits to the BuyerPRG. Notwithstanding any provision PRG shall pay or reimburse all costs reasonably incurred by Seller in compliance with this Section 1.5 2.3 and shall use reasonable commercial efforts to the contrary, the Buyer shall not be deemed assist in having Shareholders released from all personal guarantees that they have given with respect to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereofliabilities assumed by PRG hereunder.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.07 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 8.02 hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller's or any Subsidiary’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.06 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s Sellers’ rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtainedobtained as of the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerSellers, at its their expense, shall use its their reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rightsrights at the Closing, the SellerSellers, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer provides written waivers thereof.

Third Party Consents. To the extent that the any Seller’s 's rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the such Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerSellers, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.06 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License contract or Permit permit constituting a Purchased portion of the Asset, or any other Purchased Asset, may not be assigned to the Buyer Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the BuyerPurchaser’s rights under the Purchased Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the BuyerPurchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law law and the Purchased Asset, with the Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to the BuyerPurchaser. Notwithstanding any provision in this Section 1.5 2.5 to the contrary, the Buyer Purchaser shall not be deemed to have waived its rights under Section 4.2.3 7.2(d) hereof unless and until the Buyer Purchaser either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the SellerAffinity’s rights under any Contract, License or Permit Contract constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtainedobtained prior to the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, Affinity and Buyer shall cooperate in good faith and shall use its their respective reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, Affinity shall act after the Closing as the Buyer’s agent cooperate with Buyer in order to obtain for it Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the (a) Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(b) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at the Closing, and (b) any Provider Contract requiring consent of the Provider to transfer or assign it shall be addressed in and governed by Section 6.09 below.

Third Party Consents. To the extent that the Seller’s Sellers’ rights under any Contract, License or Permit Contract constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerSellers, at its their expense, shall use its best their commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset Assets in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerSelling Parties, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 1.6 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 5.2 hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Sellera Seller Entity’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerSeller Entities, at its their expense, shall use its their reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerSeller Entities, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent agents in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.05 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 3.01(b)(iv)(I) hereof unless and until the Buyer provides written waivers thereof.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its their expense, shall use its best their commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Sellerany Seller Party’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Sellereach Seller Party, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Sellereach Seller Party, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.07 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(h) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s Sellers’ rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtainedobtained as of the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerSellers, at its their expense, shall use its their reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rightsrights at the Closing, the SellerSellers, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer provides written waivers thereof. Notwithstanding the foregoing provisions of this Section 2.08, the provisions of Section 6.18 shall govern the respective rights and obligations of the parties related to approvals or consents of Governmental Authorities to the transfer or issuance of Permits.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) consent as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s Sellers’ rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, ; this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerSellers, at its their expense, shall use its their reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerSellers, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.07 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof 3.03 unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s a Party's rights under any Contractagreement, License contract, commitment, lease, Authorization or Permit constituting a Purchased Asset, or any other Purchased Asset, asset to be assigned to such Party hereunder may not be assigned to the Buyer without the consent of another Person person, which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Sellerother Party, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s a Party's rights under the Purchased Asset asset in question so that the Buyer it would not in effect acquire the benefit of all such rights, the Sellerother Party, to the maximum extent permitted by law and the Purchased Assetasset, shall act after the Closing as the Buyer’s other Party's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law law and the Purchased Assetasset, with the Buyer each Party in any other reasonable arrangement designed to provide such benefits benefits; provided, that each Party hereby agrees to indemnify the Buyer. Notwithstanding other and its Affiliates, partners, officers, directors, employees and agents against and agrees to hold them harmless from any provision in and all Damages incurred or suffered by them arising out of actions taken pursuant to this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereof9.07.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(c) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof of such Contract or Permit or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it without cost to Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.06 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s Sellers’ rights under any Contract, License Assigned Contract or Permit constituting a Purchased an Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, Parties shall use its best their commercially reasonable efforts to obtain any such required consent(s) consents as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset Assets in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerParties shall cooperate, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer each other in any other reasonable such arrangement as is reasonably acceptable to such Parties designed to provide the benefits of such benefits Asset and the associated Liabilities (to the extent the same are, or but for the failure to obtain such consent, would be, Assumed Liabilities) to Buyer. Notwithstanding any provision in this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof 8.2(e) unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerSeller shall, to the maximum extent permitted by law and the Purchased Asset, shall (i) act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder thereunder; and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, (ii) cooperate with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 ; provided, that to the contraryextent such benefit are provided to Buyer, the Buyer shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities thereunder do not be deemed relate to have waived its rights under Section 4.2.3 hereof unless and until any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Buyer provides written waivers thereofClosing.

Third Party Consents. To the extent that the any Seller’s rights under any Contract, License Contract or Permit constituting a Purchased an Asset, or any other Purchased Asset, may not be assigned to the Buyer Buyers without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the such Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s Buyers’ rights under the Purchased Asset in question so that the Buyer Buyers would not in effect acquire the benefit of all such rights, the such Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s Buyers’ agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer Buyers in any other reasonable arrangement designed to provide such benefits to the BuyerBuyers. Notwithstanding any provision in this Section 1.5 2.9 to the contrary, the Buyer Buyers shall not be deemed to have waived its rights under Section 4.2.3 7.1(e) hereof unless and until the Buyer Buyers either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit Governmental Authorization constituting a Purchased an Acquired Asset, or any other Purchased Acquired Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) set forth on Schedule 2.11 as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Acquired Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Acquired Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law Legal Requirement and the Purchased Acquired Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.11 to the contrary, the Buyer shall not be deemed to have waived any of its rights under Section 4.2.3 hereof 6.2 with respect to the delivery of the Consents and the Governmental Authorizations set forth on Schedule 2.7(a)(x), if any, unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the Contemplated Transactions.

Third Party Consents. To the extent that the Seller’s any rights of Seller under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the a Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the a Buyer’s rights under the Purchased Asset in question so that the such Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the such Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the such Buyer in any other reasonable arrangement designed to provide such benefits to the such Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the no Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the such Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s Sellers’ rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerRentech and Sellers, at its their expense, shall use its best their commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.10 to the contrary, the Buyer shall not be deemed to have waived any of its other rights under Section 4.2.3 hereof hereunder unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent Consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its their expense, shall use its their reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent Consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Assetlaw, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased AssetLaw, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding If any provision such Consent cannot be obtained, Seller shall not be considered to be in default of this Agreement as a result, so long as Seller complies with the provisions set forth in this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereof2.10.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.10 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s any Selling Parties’ rights under any Contract, License Contract or Permit constituting a Purchased Acquired Asset, or any other Purchased Acquired Asset, may not be assigned to the Buyer Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerSelling Parties, at its their expense, shall use its their reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the BuyerPurchaser’s rights under the Purchased Acquired Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the SellerSelling Parties, to the maximum extent permitted by law and the Purchased Acquired Asset, shall act after the Closing as the BuyerPurchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Acquired Asset, with the Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to the BuyerPurchaser. Notwithstanding any provision in this Section 1.5 2.8 to the contrary, the Buyer Purchaser shall not be deemed to have waived its rights under Section 4.2.3 7.1 hereof unless and until the Buyer Purchaser either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Assetconstituent part of the Intellectual Property, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, Seller at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset constituent part of the Intellectual Property in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Assetconstituent part of the Intellectual Property, shall act after the Closing as the Buyer’s agent 's agents in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Assetconstituent part of the Intellectual Property, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.03 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transaction contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.9 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.2(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing without such consents or assignments being obtained.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer Buyers without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s Buyers’ rights under the Purchased Asset in question so that the Buyer Buyers would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s Buyers’ agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer Buyers in any other reasonable arrangement designed to provide such benefits to the BuyerBuyers. Notwithstanding any provision in this Section 1.5 2.7 to the contrary, the Buyer Buyers shall not be deemed to have waived its rights under Section 4.2.3 7.01(d) hereof unless and until the Buyer provides Buyers either provide written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, not to exceed $5,000 in the aggregate, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Assetlaw, shall act act, for a period not to exceed six (6) months after the Closing Closing, as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased AssetLaw, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License Permit or Permit constituting a Purchased Asset, or any other Purchased Asset, Asset to be assigned to Purchaser hereunder may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall (and Shareholder shall cause Seller to) use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights in and to the Buyer’s rights under the Purchased Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, shall (and Shareholder shall cause Seller to), at Purchaser’s request, without charge, cooperate with the Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to the BuyerPurchaser. Notwithstanding any provision in this Section 1.5 to the contrary, the Buyer The foregoing shall not be deemed construed to have waived its rights under Section 4.2.3 hereof unless limit or modify any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby pursuant to the provisions of Article VI hereof. This provision shall survive the execution and until the Buyer provides written waivers thereofdelivery and Closing of this Agreement.

Third Party Consents. To the extent that the any Seller’s rights under any Contract, License Contract or Permit Governmental Authorization constituting a Purchased an Acquired Asset, or any other Purchased Acquired Asset, may not be assigned to the applicable Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the applicable Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the applicable Buyer’s rights under the Purchased Acquired Asset in question so that the such Buyer would not in effect acquire the benefit of all such rights, the applicable Seller, to the maximum extent permitted by law and the Purchased Acquired Asset, shall act after the Closing as the such Buyer’s agent in order to preserve and obtain for it the benefits thereunder (including the economic benefit) and shall cooperate, to the maximum extent permitted by Law Legal Requirement and the Purchased Acquired Asset, with the such Buyer in any other reasonable arrangement designed to provide such benefits to the such Buyer. Notwithstanding any provision in this Section 1.5 2.11 to the contrary, the no Buyer shall not be deemed to have waived its rights under Section 4.2.3 5.2 hereof unless and until the such Buyer either provides written waivers thereofthereof or elects to proceed to consummate the Acquisition.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the BuyerPurchaser’s rights under the Purchased Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Laws and Regulations and the Purchased Asset, shall act after the Closing as the BuyerPurchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law Laws and Regulations and the Purchased Asset, with the Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to the BuyerPurchaser. Notwithstanding any provision in this Section 1.5 2.5 to the contrary, the Buyer Purchaser shall not be deemed to have waived its rights under Section 4.2.3 Article VIII hereof unless and until the Buyer Purchaser either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent Consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(sConsent(s) as promptly as possible. If any such consent Consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by applicable Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.06 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(e) hereof unless and until the Buyer either provides written waivers thereof.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract-------------------- agreement, License contract, commitment, lease, authorization or Permit constituting a Purchased Asset, or any other Purchased Asset, Asset to be assigned to Purchaser hereunder may not be assigned to the Buyer without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s Purchaser's rights under the Purchased Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s Purchaser's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law law and the Purchased Asset, with the Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereofPurchaser.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License or Permit constituting a Purchased Asset, or any other Purchased Asset, Company Shares may not be assigned transferred to the Buyer hereunder without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign transfer the same if an attempted assignment transfer would constitute a breach thereof or be unlawful, and the SellerShareholders, at its their expense, shall use its their commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment transfer would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerShareholders, to the maximum extent permitted by law and the Purchased Assetlaw, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Assetlaw, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding Buyer will not require as a condition to Closing of this transaction that either the Shareholders or the Company obtain third-party consents with respect to any provision in agreements to which the Company is a party. The Company's failure to obtain any third-party consent shall not give rise to an indemnifiable claim by Buyer hereunder so long as the Shareholders comply with the terms of this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereof2.4.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.10 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer provides written waivers thereof.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its sole cost and expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision anything in this Section 1.5 1.9 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.2(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the a Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the applicable Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the such Seller, at its expense, shall use its best reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the such Buyer’s rights under the Purchased Asset in question so that the such Buyer would not in effect acquire the benefit of all such rights, the such Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the such Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, cooperate with the such Buyer in any other reasonable arrangement designed to provide such benefits to the such Buyer. Notwithstanding any provision in this Section 1.5 2.09 to the contrary, the such Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the such Buyer either provides written waivers thereof.thereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing. ARTICLE III

Third Party Consents. To the extent that the Seller’s any rights of any Seller under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the respective Seller, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the applicable Seller, to the maximum extent permitted by law Law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.07 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s Sellers’ rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerSellers, at its their expense, shall use its their reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerSellers, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.10 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 8.02(c) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s Kecy's rights under any Contract, License Assigned Contract or Permit constituting a Purchased Business Asset, or any other Purchased Business Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the SellerKecy, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s 's rights under the Purchased Business Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the SellerKecy, to the maximum extent permitted by law and the Purchased Business Asset, shall act after the Closing as the Buyer’s 's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased AssetBusiness Assets, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.10 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 8.02(f) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall is not be obtained within 30 days of the Closing Date or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.08 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(g) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.9 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.2 hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.9 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.2(d) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s 's rights under any Contract, License contract or Permit permit constituting a Purchased portion of the Asset, or any other Purchased Asset, may not be assigned to the Buyer Purchaser without the consent of another Person person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the BuyerPurchaser’s rights under the Purchased Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the BuyerPurchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law law and the Purchased Asset, with the Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to the BuyerPurchaser. Notwithstanding any provision in this Section 1.5 2.4 to the contrary, the Buyer Purchaser shall not be deemed to have waived its rights under Section 4.2.3 7.2(f) hereof unless and until the Buyer Purchaser either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the Seller’s rights under any Contract, License Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 2.10 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 7.02(e) hereof unless and until the Buyer either provides written waivers thereofthereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Third Party Consents. To the extent that the applicable Seller’s rights under any Contract, License or Permit Contract constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer Buyers without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the such Seller, at its expense, shall use its best commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the applicable Buyer’s rights under the Purchased Asset in question so that the applicable Buyer would not in effect acquire the benefit of all such rights, the applicable Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the applicable Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the such Buyer in any other reasonable arrangement designed to provide such benefits to the such Buyer. Notwithstanding Both the benefit and the cost of performance of any provision in Contract that would otherwise be an Assigned Contract but for the provisions of this Section 1.5 2.07, including, without limitation, any Contracts subject to a Purchase of Receivables Agreement, after the contrary, the Buyer Closing for which a Seller acts as a Buyer’s agent pursuant to this Section 2.07 shall not be deemed passed through to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereofsuch Buyer.