Common use of Third Party Consents Clause in Contracts

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To (a) Buyer will pursue the extent grant of a new franchise from the City of Cerritos, California with such new franchise to have a [*] term and to provide Buyer with substantially the same rights and privileges that Seller enjoys under the Franchise (the “New Franchise”). [*]. If the Franchising Authority determines not to issue the New Franchise, and Buyer has failed to provide or has withdrawn the New Franchise Commitments, then Seller, upon written notice to Buyer, shall be entitled to terminate this Agreement, whereupon Seller immediately shall be paid the Deposit in full. Buyer and Seller agree that the payment of the Deposit, as contemplated in the preceding sentence, constitutes liquidated damages and not a penalty, and has been arrived at between them as a reasonable estimate of actual damages in light of the difficulty of determining with certainty the actual damages that Seller would suffer by reason of Buyer’s failure to make its withdrawal of the New Franchise Commitments. If Buyer has made and maintained the New Franchise Commitments, but the Franchising Authority nonetheless does not grant the New Franchise for any Assumed Contractreason or no reason whatsoever, Intellectual Property or Registration is including a determination that Buyer does not assignable without satisfy the consent of another partyStandards and Assurances, this Agreement then Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderbe entitled to the payment of the Deposit pursuant to this Section 8.1(a). Seller and Buyer shall each use commercially reasonable efforts to obtain satisfy the consent concerns, if any, of [****]*, the Franchising Authority or other Governmental Entity or other Third Parties as to Buyer’s ability to perform pursuant to the extent requiredNew Franchise and the Acquired Contracts, for excluding any concerns relating to Seller’s operation of the assignment of any Assumed Contracts to which it is a partySystem. Seller shall use its If, notwithstanding their commercially reasonable efforts efforts, Buyer and Seller are unable to obtain any and all consents necessary for the effective assignment to and assumption by Consents, Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, liable to Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out breach of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer covenants set forth in this Section 8.1 (but Seller shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect effect the right of Buyer not to consummate the transactions contemplated by this Agreement if Closing unless the condition to its obligations hereunder contained set forth in Section 9.1 has not 9.3 hereof shall have been fulfilledsatisfied or waived).

Third Party Consents. To the extent that any Assumed ContractSeller’s rights under any Contract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyers without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer the parties hereto shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller cooperate and shall use its their commercially reasonable efforts to obtain any such required consent(s) promptly following signing hereof. If any fees are required to obtain the consent of a third party to the proposed assignment of a Contract or Permit, Buyers and all consents necessary Sellers will discuss in good faith the allocation of such fees; provided, that, absent a separate written agreement by Sellers to the contrary, no Seller shall under any circumstances be required to make any such payments required or sought by any Person for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All any such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerconsent. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would materially impair the applicable Buyers’ rights under the Purchased Asset in question so that such Buyer would not in effect acquire the benefit of all such rights, the applicable Seller shall act after the Closing as such Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate with such Buyer in any other commercially reasonable arrangement designed to provide for Buyer such benefits to such Buyer; provided, however, that in the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with event the Sec. Confidential treatment has been requested consent of Damoza is not obtained with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out assignment of the breach Plant B Lease prior to or cancellation thereof by on the Closing, Prestolite shall remain the tenant thereunder until such consent is obtained and Mexico Buyer will reimburse Prestolite for any applicable rent or other party or otherwise. If and to actual documented costs (consistent with the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The remainder of the provisions of this Section 2.7 shall not affect 2.09 set forth below). In any such arrangement, the right applicable Buyer will, subject to the terms of Buyer not any other Transaction Document (including the Transition Services Agreement), (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes (except for Sellers’ income Taxes and Sellers’ property Taxes) with respect thereto or arising therefrom, (iii) be solely entitled to consummate all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Assigned Contract or other Purchased Asset, and (v) promptly reimburse the transactions contemplated reasonable costs and expenses of the applicable Seller and its Affiliates related thereto, pre-approved in writing by Buyers prior to Sellers incurring such costs or expenses to the extent reasonably practicable. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of such Assigned Contract or other Purchased Asset will be effected in accordance with the terms of this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAgreement.

Third Party Consents. To (a) Seller shall use its reasonable best efforts to obtain from lessors or sublessors under Real Property Leases any consents to the extent that assignment of such leases required under the terms thereof in connection with the consummation of the transactions contemplated hereby and the removal of Seller's signage and the installation of Purchaser's signage (the "LANDLORD CONSENTS"). If any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement such Landlord Consent shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. have been obtained prior to the Closing then, notwithstanding any other provision hereof, the applicable Real Property Lease shall not be assigned to Purchaser at Closing (and the Purchase Price shall not include the Net Book Value thereof) but all other Transferred Assets and Transferred Liabilities associated with the relevant Leased Premises shall nevertheless be transferred to Purchaser at the Closing and the parties shall negotiate in good faith and Seller and Buyer Purchaser shall each use reasonable best efforts to make alternative arrangements reasonably satisfactory to Purchaser that provide Purchaser, to the maximum extent reasonably possible, the benefits and burdens of the underlying Leased Premises in a manner that does not violate the applicable Real Property Lease (for the same cost as would have applied if the relevant consent had been obtained). If any alternative arrangement is implemented between Seller and Purchaser at or prior to the Closing, the parties shall continue after the Closing to exercise commercially reasonable efforts to obtain the consent of [****]*, related consents that could not be obtained prior to the extent requiredClosing, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any if such consent shall not be is obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed assign to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect applicable Real Property Lease pursuant to the omitted portions. terms of this Agreement applicable to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement leases assigned at the cost Closing and the parties shall restructure the applicable alternative arrangement and Purchaser shall pay Seller any consideration for the account of Buyer of any and all rights of lease assignment that Seller against would have received had the other party thereto arising out of lease been assigned at the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.

Third Party Consents. To (a) Seller shall give all notices to Governmental Entities and any other Person required to be given by it under the extent that Material Acquired Contracts or otherwise in connection with the transactions contemplated hereby. In order to facilitate the orderly assignment and transfer of all rights and privileges necessary to own and operate the Business and to facilitate the securing of all Consents by any Assumed ContractGovernmental Entity, Intellectual Property or Registration is not assignable without in each case other than with respect to the consent New Franchise, Seller shall proceed after the execution of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if to prepare, file and prosecute each request and application therefor together with such assignment or attempted assignment would constitute a breach thereof or a default thereunderinformation as may be necessary and appropriate to effect such approvals. Seller shall on a timely basis cooperate and work with Buyer to obtain all other Consents from the appropriate Third Party, including all Required Consents. With respect to the Professional Service Agreement between Seller and DST Innovis, Inc. dated December 1, 2003, if Seller is unable to obtain a consent to the assignment of such agreement to Buyer at the Closing, Seller will offer Buyer an alternative arrangement for the continuation of billing services for a reasonable period of time following the Closing, which arrangement may be through a subcontracting relationship with Seller at Seller’s cost or through a direct relationship with Seller at Seller’s cost or with a Third Party. Seller shall each consult with Buyer and provide Buyer and its agents with the opportunity for review and comment with respect to all notices, filings and submissions made in connection with securing any Consents from Governmental Entities or other Persons. Seller shall use commercially reasonable efforts to obtain the consent of [****]*obtain, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to will cooperate and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate negotiate with Buyer in any reasonable arrangement designed good faith in an effort to provide for Buyer obtain, the benefits intended to be assigned * Certain information on this page has been omitted Assignment of Manhole Agreement and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account Assignment of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledParking Lot Lease.

Third Party Consents. To (a) The Sellers shall use their commercially reasonable efforts to obtain, at their sole cost and expense, prior to the extent that Closing all Consents and estoppels which, in the reasonable judgment of Purchaser, are necessary or appropriate for the transfer or assignment of each of the Purchased Assets and the Business to Purchaser and the consummation of the transactions contemplated hereby as listed on Schedule 6.3. All such Consents and estoppels shall be in writing and in form and substance reasonably satisfactory to Purchaser, and executed counterparts thereof will be delivered to Purchaser promptly after receipt thereof but in no event later than the Closing. In any Assumed Contractcase where a necessary Consent or estoppel has not been obtained at or prior to the Closing, Intellectual Property or Registration is not assignable without the consent Sellers shall assist Purchaser after Closing, at Purchaser's request and at the sole expense of another partythe Sellers, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use using all commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerConsent or estoppel. If any such consent Consent shall not be obtainedobtained using commercially reasonable efforts or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rights (and any related Liabilities), Seller the Sellers, to the maximum extent permitted by the specific Purchased Asset to the extent commercially reasonable, shall cooperate enter into a sublicense, sublease, subcontract or similar arrangement with Buyer in any reasonable arrangement designed Purchaser, solely to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested extent reasonably practicable with respect to such Purchased Assets (and any related Liabilities). In any case where the omitted portions. Sellers are unable or it is not commercially reasonable to Buyer under enter into such sublicense, sublease, subcontract or similar arrangement, the relevant Assumed Sellers shall assist Purchaser after the Closing, at Purchaser's request and at the sole expense of the Sellers, using all commercially reasonable efforts, to obtain from the Third Party such agreement or Contract, Intellectual Property or Registration, including enforcement at such Third Party's cooperation to enter into an arrangement whereby the cost benefits and for the account of Buyer related Liabilities of any and all rights of Seller against the other party thereto arising out Purchased Assets would be obtained by Purchaser. The obligation of the breach Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement in accordance with the terms hereof, at or cancellation thereof by such other party or otherwise. If and prior to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing Date.

Third Party Consents. To the extent that any Assumed Contract, -------------------- Contract or Intellectual Property Rights for which assignment or Registration license to Purchaser is provided for herein is not assignable or licenseable without the consent of another party, this Agreement and any other Operative Agreement shall not constitute an assignment or license or an attempted assignment or license thereof if such assignment or license or attempted assignment or license would constitute a breach thereof or a default thereunderthereof. Seller and Buyer shall each agrees to use commercially reasonable commercial efforts to obtain the consent of [****]*, such other party to the extent required, assignment or license of any such Assumed Contract or Intellectual Property Rights to Purchaser and any consent required by Seller for the assignment entry into of any Real Property Contract in all cases in which such consent is or may be required therefor; provided, however, Seller shall not be obligated to make any unreimbursed expenditures in connection therewith (other than routine administrative costs and any expenditures that would be required in respect of any period ending on or prior to the Closing Date pursuant to the terms of such Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for or Intellectual Property Rights in the effective absence of such assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyeror license). If any such consent shall not be obtained, Seller shall agrees to cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect or licensed to the omitted portions. to Buyer Purchaser under the relevant Assumed Contract, Contract or Intellectual Property Rights or Registrationcreated by the relevant Real Property Contract, including enforcement at the cost and for the account of Buyer Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer Purchaser shall not have no any obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property Rights or RegistrationReal Property Contract. The provisions This Section 2.05 does not diminish or constitute a waiver or modification of this Seller's representations and warranties as to the assignability of Contract rights included in the Assets or of Purchaser's right pursuant to Section 2.7 shall not affect the right of Buyer 7.04 not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAgreement.

Third Party Consents. To the extent that Seller's rights under any Assumed ContractContract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer or Buyer Sub without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. be unlawful, and Seller and Buyer shall, and Buyer shall each cause Buyer Sub to, use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its their respective commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by such required consent(s); provided, however, that neither Seller, Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents nor Buyer Sub shall be in writing and executed counterparts thereof shall be delivered promptly required to Buyerpay any consideration therefor. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer's or Buyer Sub's rights under the Purchased Asset in question so that Buyer or Buyer Sub would not in effect acquire the benefit of all such rights, Seller Seller, to the maximum extent permitted by law and the Purchased Asset and at Buyer's expense, shall act from the Closing to April 30, 2016 as Buyer's or Buyer Sub's agent in order to obtain for it the benefits thereunder and shall use commercially reasonable efforts to cooperate with Buyer or Buyer Sub in any other reasonable arrangement designed to provide for such benefits to Buyer the benefits intended to be assigned * Certain information on or Buyer Sub. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 2.09 to the omitted portions. to contrary, Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement canSub shall not be made, deemed to have waived its rights under Section 7.02(d) hereof unless and until Buyer shall have no obligation pursuant or Buyer Sub either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if at Closing. The Seller will promptly pay to Buyer when received all monies received by the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledSeller under any Contract that constitutes a Purchased Asset, and Buyer shall pay, defend, discharge and perform all Liabilities under such Contracts which constitute Assumed Liabilities hereunder.

Third Party Consents. To the extent that any Assumed ContractBusiness Contract or Business Permit, or any license, sublicense or other agreement to which Seller or any of its Subsidiaries is a party and pursuant to which Seller or any of its Subsidiaries is authorized to use any third-party Intellectual Property (including generally available "shrink wrap" licenses) relating to the Business or Registration to the Purchased Assets, is not assignable without the consent consent, waiver, approval or other action of another a third party or notice to a third party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such consent, waiver, approval or other action has not been obtained and delivered to Purchaser or if such notice has not been given or such assignment or attempted assignment would otherwise constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a partythereof. Seller shall use its commercially reasonable best efforts to obtain such consent, waiver of such third party approval or other action or to give such notice as to permit or effect the assignment of any and such Business Contract, Business Permit, license, sublicense or other agreement to Purchaser in all consents necessary cases in which such consent, waiver, approval, other action or notice is or may be required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent consent, waiver, approval or other action shall not be obtainedobtained or such notice cannot be given, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designated by Purchaser designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed affected Business Contract, Intellectual Property Business Permit, license, sublicense or Registration, other agreement including permission for use of premises or enforcement at the cost and for the account of Buyer Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such assignment or arrangement cannot be made, Buyer Purchaser shall have no obligation pursuant to Section 2.3 or otherwise any provision of this Agreement with respect to any such Assumed Business Contract, Intellectual Property Business Permit, license, sublicense or Registrationother agreement. The provisions of this Section 2.7 2.07 shall not affect the right of Buyer Purchaser not to consummate the transactions purchase of Purchased Assets contemplated by this Agreement if any of the condition conditions to its obligations hereunder contained Purchaser's obligation to purchase the Purchased Assets, as set forth in Section 9.1 Article VII, has not been fulfilledsatisfied.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractContract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller Seller, to the maximum extent permitted by law and the Purchased Asset, shall cooperate act after the Closing as 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 Buyer in any other reasonable arrangement designed to provide for such benefits to Buyer. Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractshall, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent it receives the benefits under any such Purchased Asset, perform the obligations of Seller thereunder. Once any such required consent has been obtained Seller shall promptly assign, transfer, convey and deliver the applicable Contract or Permit to Buyer, and Buyer shall assume any obligations under such Permit or Contract pursuant to an Assignment and Assumption Agreement upon substantially the same terms as those of the Assignment and Assumption Agreement (which Agreement Buyer and Seller shall prepare, execute and deliver in good faith at the time of such transfer). Notwithstanding any provision in this Section 2.09 to the contrary, it is a condition to Buyer’s obligation to close the transactions contemplated hereunder that Seller (x) provide evidence of notice or consent pursuant to the Contracts and Permits specifically designated as requiring such arrangement canevidence on Section 4.03 of the Disclosure Schedules (the “Material Consents”) in each case, in form and substance reasonably satisfactory to Buyer and Seller and (y) fulfill the condition contained in Section 7.02(o) hereof, and Buyer shall not be made, deemed to have waived its rights under Section 7.02(c) hereof unless and until Buyer shall have no obligation pursuant either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledat Closing.

Third Party Consents. To the extent that any Assumed Real Property Lease, Personal Property Lease, Business Contract, Intellectual Property Confidentiality Agreements or Registration Business License is not assignable to any of the AC Venture Companies without the consent of another partyPerson that is a party thereto, this Agreement ADA-ES shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use its commercially reasonable efforts to obtain the consent of [****]*, such other party to the extent required, for the assignment of any Assumed Contracts such Real Property Lease, Personal Property Lease, Business Contract or Business License to the applicable AC Venture Company in all cases in which it such consent is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent shall not be obtained, Seller ADA-ES and its Affiliates shall (i) continue to be bound thereby, (ii) cooperate with Buyer each AC Venture Company in any reasonable arrangement designed to provide for Buyer to such AC Venture Company the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer such AC Venture Company under the relevant Assumed ContractReal Property Lease, Intellectual Personal Property Lease, Business Contract or RegistrationBusiness License, including enforcement at the cost and for the account of Buyer of any and all any rights of Seller ADA-ES and its Affiliates against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwiseotherwise and (iii) enforce at the ECP Parties’ request, any rights of ADA-ES and its Affiliates under any such Real Property Lease, Personal Property Lease, Business Contract or Business License against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of the ECP Parties). If ADA-ES, without further consideration therefor, and without right of set-off, shall pay and remit to the extent appropriate AC Venture Company promptly all monies, rights and other considerations received in respect of such performance; provided that, the respective AC Venture Company shall reimburse ADA-ES for the direct, out-of-pocket costs reasonably incurred by ADA-ES after the Closing in performing ADA-ES’s obligations under such Contracts that such arrangement cannot be made, Buyer assigned. Each of the AC Venture Companies shall have no obligation pursuant use commercially reasonable efforts to Section 2.3 or otherwise with respect to perform any portion of any such Assumed Contractlease, Intellectual Property Contract or Registration. The provisions license of which the benefits are being provided to such AC Venture Company in accordance with this Section 2.7 shall not affect 1.8 to the right same extent required of Buyer not to consummate the transactions contemplated by this Agreement if the condition to ADA -ES or its obligations hereunder Affiliates in such lease, Contract or license. Nothing contained in this Section 9.1 has not been fulfilled1.8 shall limit or impair the ECP Parties’ rights in Section 7.3 (Conditions to Obligations of the ECP Parties).

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller PROVIDING PARTY shall use its commercially reasonable efforts to obtain any keep and all consents necessary for maintain in effect its relationships with its vendors that are integral to the effective assignment to and assumption by Buyer provision of the Assumed ContractsCorporate Services. PROVIDING PARTY shall use commercially reasonable efforts to procure any waivers, permits, consents or sublicenses required by third party licensors, vendors or service providers under existing agreements with such third parties in order to provide any Corporate Services hereunder (“Third Party Consents”); the Intellectual Property, the Registrations and the Assumed Liabilities, including the costs for Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 for Corporate Services that are to be provided as of the Disclosure Schedule. All such consents Effective Date shall be determined in writing and executed counterparts thereof accordance with Section 5.7(h) of the Purchase Agreement; the costs for any other Third Party Consents pursuant to this Agreement shall be delivered promptly borne by the RECEIVING PARTY. In the event that PROVIDING PARTY is unable to Buyerprocure such Third Party Consents on commercially reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to use commercially reasonable efforts to assist RECEIVING PARTY with the transition to another vendor. If If, after the Effective Date, any such consent shall not be obtained, Seller shall cooperate one or more vendors (i) terminates its contractual relationship with Buyer in any reasonable arrangement designed PROVIDING PARTY or ceases to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately products or services associated with the Sec. Confidential treatment has been requested Corporate Services or (ii) notifies PROVIDING PARTY of its desire or plan to terminate its contractual relationship with respect PROVIDING PARTY or (iii) ceases providing the products or services associated with the Corporate Services, then, in either case, PROVIDING PARTY agrees to the omitted portions. to Buyer under the relevant Assumed Contractso notify RECEIVING PARTY, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to use commercially reasonable efforts to assist RECEIVING PARTY with the extent transition to another vendor so that such arrangement cannot be made, Buyer shall have no obligation pursuant RECEIVING PARTY may continue to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registrationreceive similar products and services. The provisions of this Section 2.7 1.3(a) shall not affect apply to all portions of this Agreement, including without limitation the right remainder of Buyer not to consummate this Article I, where the transactions contemplated by this Agreement if specified actions or Corporate Services requires any such waiver, permit, consent or sublicense, and the condition to its obligations hereunder contained shall be subject to receipt thereof (provided, that in Section 9.1 has not been fulfilledthe absence of such waiver, permit, consent or sublicense the parties shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to enter into permissible alternative arrangements necessary to take such actions or provide such Corporate Services).

Third Party Consents. To Notwithstanding anything to the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, contrary in this Agreement or any other Transaction Document, neither this Agreement nor any other Transaction Document shall not constitute an agreement to assign or transfer any Acquired Asset if an assignment or transfer or an attempted assignment thereof if attempt to make such an assignment or attempted assignment transfer without the Consent of a Governmental Authority or other third party would constitute a breach thereof or a default thereunder. violation of any Governmental Approval, Applicable Law, or Contract or affect adversely the rights of Federated Hermes (or its designated Affiliate) or Seller thereunder or with respect thereto; and Buyer shall each use commercially reasonable efforts any transfer or assignment to obtain the consent Federated Hermes (or its designated Affiliate) by Seller of [****]*any interest in, to or under any such Acquired Asset that requires the extent requiredConsent of such a third party shall be made subject to such Consent being obtained. In the event any such Consent (other than a Governmental Approval) is not obtained on or prior to the Closing Date, for the assignment of if Federated Hermes agrees that this Section 2.10 can apply under any Assumed Contracts to which it is a party. applicable Contract and Applicable Law, then Seller shall (and the Class A Owners shall cause Seller to) continue to use its commercially all reasonable efforts to obtain any such Consent after the Closing Date until such time as such Consent has been obtained, and all consents necessary Seller will (and the Class A Owners shall cause Seller to) cooperate with Federated Hermes in any lawful and economically feasible arrangement to provide Federated Hermes (or its designated Affiliates) with the benefits of, and interest of Seller in the benefits under, any such Acquired Asset, including performance by Seller, as agent, if legally and economically feasible; provided, that Federated Hermes shall undertake to pay or satisfy the corresponding Liabilities for the effective assignment enjoyment of such benefit to and assumption by Buyer of the extent Federated Hermes (or its designated Affiliate) would have been responsible therefor hereunder as an Assumed Contracts, the Intellectual Property, the Registrations Liability if such Consent had been obtained. Seller shall (and the Assumed LiabilitiesClass A Owners shall cause Seller to) pay and discharge, including the Third Party Consents set forth on Attachment 4.2(a) hereto and shall (and the consents set forth on Schedule 6.3 of Class A Owners shall cause Seller to) indemnify and hold the Disclosure Schedule. All such consents shall be in writing Federated Hermes Indemnitees harmless from and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of against any and all rights out-of-pocket costs of Seller against seeking to obtain or obtaining any such Consent whether before or after the Closing (other party thereto arising out than Governmental Approvals). Nothing in this Section 2.10 shall be deemed a waiver by Federated Hermes of the breach right for Federated Hermes (or cancellation thereof by such other party or otherwise. If and its designated Affiliates) to have received the extent that such arrangement cannot Consents described in Section 7.2, nor shall this Section 2.10 be made, Buyer shall have no obligation deemed to constitute an agreement to exclude from the Acquired Assets any assets included in the Acquired Assets pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions 2.1 of this Agreement that are not deemed to be a Retained Asset and Retained Liability pursuant to Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled7.2(d).

Third Party Consents. To As soon as practicable after the execution hereof, Seller will commence to take all reasonable action required on its part to obtain all of the Third Party Consents. Purchaser agrees that it will fully cooperate with Seller, and do all things reasonably necessary to assist Seller to obtain all of the Third Party Consents, including the furnishing of all financial and other information reasonably required by the party whose consent or approval is being sought. However, Purchaser understands that as of the Closing there may be (a) certain Scheduled Contracts which require Third Party Consents, but such Third Party Consents have not been obtained and (b) certain other Contracts ("Other Contracts") which also require a consent or approval in order to assign those other Contracts to Purchaser ("Other Contracts Consents"), but no such consents or approvals were sought because they did not constitute Third Party Consents within the meaning of this Agreement. With respect to all such Scheduled Contracts and Other Contracts referred to above (collectively, the "Non-Transferable Contracts"), although Seller's rights thereunder shall constitute Excluded Assets pursuant to Section 1.20(g) of this Agreement, Seller shall, to the extent possible without incurring any liability to any third party, keep such Non-Transferable Contracts in effect and shall accord Purchaser the benefit of such Non-Transferable Contracts to the same extent as if they had not been excluded, and Purchaser shall fully perform all of Seller's obligations under such Non-Transferable Contracts which arise after the Closing. Nothing in this Agreement shall be construed as an attempt to assign any agreement or other instrument that any Assumed Contract, Intellectual Property or Registration is not assignable by its terms nonassignable without the consent of another the other party, . Notwithstanding anything which may be contained in this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent requiredcontrary, for the assignment receipt of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and or the consents set forth on Schedule 6.3 of Other Contracts Consents or the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent Country Club Consents shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed a condition precedent to provide for Buyer Purchaser's obligations hereunder to purchase the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement Assets at the cost Closing, and the failure for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach reason to obtain any Third Party Consents or cancellation thereof by such other party Other Contracts Consents or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 Country Club Consents shall not affect the right relieve Purchaser of Buyer not its obligations to consummate the transactions contemplated by under this Agreement if at the condition to its obligations hereunder contained times and in Section 9.1 has not been fulfilledthe manner set forth herein.

Third Party Consents. To The Company shall use commercially reasonable efforts to obtain, or cause to be obtained, any approvals or consents necessary to convey to Buyer the extent that benefit of all Purchased Assets, including, without limitation, any Assumed Contract, Intellectual Property Contracts licensing to the Company any images or Registration is not assignable without videos appearing on the consent Company’s websites and marketing materials as of another partythe Closing Date (the “Photographer Agreements”). Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an assignment or agreement to assign any property, an attempted assignment thereof if such assignment or attempted assignment thereof, without the consent of any other Person party thereto, would constitute a breach thereof or a default thereunderin any way negatively affect the rights of Buyer (such property referred to as “Unassignable Property”), and any Unassignable Property shall not be included in the Purchased Assets unless and until such requisite consent is obtained. Seller In the event any consent or approval to an assignment contemplated hereby is not obtained on or prior to the Closing Date, the Company and Buyer shall cooperate with each use commercially reasonable efforts other in an arrangement reasonably designed to provide that Buyer shall receive the Company’s interest in the benefits under any such Unassignable Property, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained and the Company shall have no obligation to pay or satisfy such corresponding liabilities. Without limiting the foregoing, in the event the Company is unable to obtain the consent of [****]*, or approval to the extent required, for the an assignment of any Assumed Contracts Photographer Agreement prior to which it is the Closing Date, the Company shall continue to work in good faith towards obtaining such consents or approvals, and the Company hereby grants to Buyer a party. Seller shall use its commercially reasonable efforts fully-paid up, non-exclusive, and royalty free right and license to obtain any and all consents necessary for the effective assignment to and assumption by Buyer rights of the Assumed Contracts, Company pursuant to the Intellectual Property, Photographer Agreements that are sublicensable or otherwise transferrable by the Registrations and the Assumed LiabilitiesCompany, including the Third Party Consents right to use any images licensed (together, the “Photographer Licensed Rights”) for a reasonable period after the Closing sufficient to allow the Buyer to use such Photographer Licensed Rights in a manner consistent with the use of such rights prior to the Closing Date until such assets can be reasonably replaced, which period shall be no less than 90 days from the Closing Date; provided that (a) Buyer’s use of such images shall not breach the terms of any such Photographer Agreements as of the date hereof, and (b) the foregoing license shall terminate as to each Photographer Agreement assigned to Buyer prior to the expiration of the license term. The Company agrees that other than as set forth on Attachment 4.2(a) hereto and in this Section 6.6 for the consents set forth on Schedule 6.3 benefit of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect or pursuant to the omitted portions. to Buyer under Transition Services Agreement, the relevant Assumed Contract, Intellectual Property Company will not use or Registration, including enforcement at the cost and provide a license or other right for the account of Buyer of any and all rights of Seller against the other party thereto arising out to use any of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledPhotographer Licensed Rights.

Third Party Consents. To the extent that Seller’s rights under any Assumed Contract, Intellectual Property or Registration Assigned Contract that is part of the Product Rights may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for such required consent(s) as promptly as possible. In the effective case of assignment to and assumption by Buyer of the Assumed ContractsBrusilow License Agreement hereunder, the Intellectual PropertyParties agree that “commercially reasonable efforts” shall not require the Seller to pay to the Brusilow Parties, as a condition of obtaining consent therefrom [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED UCYCLYD / HYPERION ASSET PURCHASE AGREEMENT for such assignment, any amounts not otherwise due to the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerBrusilow Parties. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the portion of the Product Rights in question so that Buyer would not in effect acquire the benefit of all such rights, Seller Seller, to the maximum extent permitted by Law, shall cooperate use commercially reasonable efforts after the Closing to obtain for Buyer the benefits thereunder and shall reasonably cooperate, to the maximum extent permitted by Law, with Buyer in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on Buyer. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 2.08 to the omitted portions. contrary, in the event Seller is unable to Buyer obtain consent to assign the Brusilow License Agreement, Seller shall be deemed to have granted an exclusive sublicense to the rights under the relevant Assumed ContractBrusilow License Agreement without additional payment, Intellectual Property or Registration, including enforcement at which licenses shall be [***] by Seller ([***] hereof) unless and until such consent to assignment is obtained and the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and applicable agreement is assigned to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledBuyer.

Third Party Consents. To Service Provider promptly will provide written notice to Service Recipient to the extent that any Assumed Contractcontractual obligation to a Third Party will materially impact the provision of Services hereunder. If (a) Service Provider’s provision of any Service requires any license or services provided by a Third Party, Intellectual Property (b) such Service is included in the then-current Transition Service Schedule, and (c) Service Provider’s contract with the applicable Third Party for such Service does not permit such Third Party license or Registration is not assignable without the consent of another partyservice to be provided by or passed through Service Provider (as a non-Affiliate service provider) to Service Recipient, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each then Service Provider will use commercially reasonable efforts to obtain secure promptly the consent of such Third Party to provide Service Recipient with access to such Third Party license or service in accordance with the terms and conditions of this Agreement, provided, however, that in no event shall Service Provider have any obligation to make any payment or expend any funds, assume any liability, or offer or grant any accommodation or concession (financial or otherwise) to secure such consent, unless Service Recipient promptly reimburses Service Provider in full for such fee, payment or out-of-pocket expense. If Service Provider is unable to secure the consent of the applicable Third Party vendor using its commercially reasonable efforts within [****]*] after the Effective Date, then, notwithstanding any provision of this Agreement or the Purchase Agreement to the extent requiredcontrary, for the assignment of any Assumed Contracts to which it is a party. Seller at Service Recipient’s request, Service Provider shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the procure a replacement license or service from another Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly Contractor as soon as reasonably possible at Service Recipient’s expense, subject to Buyer. If any Service Recipient’s prior written consent, which such consent shall not be obtainedunreasonably withheld, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Secconditioned or delayed. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.[***] = CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED EXHIBIT B

Third Party Consents. To the extent that Seller or any Assumed Seller Subsidiary’s rights under any agreement, Contract, Intellectual Property commitment, lease, Permit, or Registration is other Transferred Asset to be assigned to Buyer hereunder may not assignable be assigned without the consent of another partyPerson which has not been obtained prior to or as of Closing, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. be unlawful, and Seller and Buyer shall each agrees to use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible after Closing. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Transferred Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller and Buyer shall cooperate with Buyer in any lawful and commercially reasonable arrangement designed arrangement, as Buyer may reasonably request, under which Buyer would, to provide the maximum extent permitted by Law and the Transferred Asset, obtain the economic Claims, rights and benefits under such Transferred Asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing such Transferred Asset to Buyer. Seller shall promptly pay to Buyer when received all monies received by Seller under such Transferred Asset or any Claim or right or any benefit arising thereunder and Buyer shall promptly pay Seller for all liabilities of Seller associated with such Transferred Asset that would otherwise constitute “Assumed Liabilities” had such Transferred Asset been assigned to Buyer at the benefits intended Closing. Nothing in this Agreement shall be construed as having obligated Seller to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested have paid or committed to pay any amount in order to obtain any consent, waiver, or approval with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and Contracts with third parties prior to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.

Third Party Consents. To In the extent that case of any Assumed Contract, Intellectual Property or Registration is Contracts included in the Purchased Assets but which cannot assignable be transferred effectively without the consent of another a third-party, this Agreement whose consent has not been obtained prior to Closing, Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each continue to use all commercially reasonable efforts and Purchaser shall fully cooperate with Seller to obtain the consent of [****]*all required consents or approvals to remove any other impediments to such assignment, to the extent required, for the assignment of any Assumed Contracts to which it is a party. and (b) Purchaser shall cooperate with Seller shall use its commercially reasonable efforts to obtain any (and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer Purchaser) in any reasonable arrangement designed arrangements to provide for Buyer Purchaser with the benefits intended and burdens of such Contract after the Closing Date to the same extent as if such Contract had been assigned to Purchaser (such arrangement, an “Alternative Arrangement”). Seller and Purchaser shall agree in good faith as to the terms of such Alternative Arrangement, which arrangement shall be in substantially the form of the subcontract attached hereto as Exhibit D. If, subsequent to the Closing, Seller obtains all required consents or approvals required to assign any such Contracts, the Contracts for which consent or approval to assign has been obtained shall at that time be deemed to be assigned * Certain information on this page conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to Purchaser and assumed by Purchaser, without need of further action by Seller or of further documentation except for written notice from Seller to Purchaser that such consent or approval has been omitted obtained; and filed separately with from and after the Sec. Confidential treatment has been requested with respect effective date, any such Contracts are assigned to the omitted portions. to Buyer Purchaser and no Party shall have any further liability under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAlternative Arrangement related thereto.

Third Party Consents. To the extent that any Assumed ContractBusiness Asset is not, Intellectual Property as a matter of Law or Registration is not by its terms, (i) assignable or transferable or (ii) assignable or transferable without the consent of another partyPerson, this Agreement in each case pursuant to the consummation of the transactions contemplated by the Asset Purchase Agreement, then there shall not constitute an be no assignment or an attempted assignment thereof of such Business Asset pursuant to the terms of the Asset Purchase Agreement if such assignment or attempted assignment would constitute a breach thereof of Law or a default thereunderthe terms of such Business Asset. Seller Prior to and Buyer after the Closing, the Vendor and the Purchasing Parties shall each cooperate and use commercially all reasonable efforts to promptly obtain the consent of [****]*, such Person to the extent required, for the assignment of any Assumed Contracts such Business Asset to the Corporation in all cases in which it such consent is a partyor may be required for such assignment. Seller To the extent that any of the Business Assets are not transferable by Law or by their terms, the Vendor and the Purchasing Parties shall cooperate and use its commercially all reasonable efforts to obtain any and all consents necessary in promptly making appropriate arrangements for the effective assignment to and assumption by Buyer novation or re-issuance of the Assumed Contracts, Business Assets in the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 name of the Disclosure Schedule. All such consents Corporation or otherwise as the Purchasing Parties shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwisespecify (acting reasonably). If and to the extent that such arrangement consent, novation or re-issuance cannot be madeobtained, Buyer the Vendor shall have no obligation pursuant use all reasonable efforts to Section 2.3 preserve the benefits under the Business Assets (the “Business Asset Benefits”) for the Corporation, at the expense, charged at the rates set forth in Schedule C of the Manufacturing and Support Agreement, of the Purchasing Parties, but the Purchase Price under this Agreement shall not be adjusted. In order that the Corporation may realize substantially all of the benefit of the Business Asset Benefits, the Vendor will, at the request and expense, charged at the rates set forth in Schedule C of the Manufacturing and Support Agreement, and under the direction of the Purchasing Parties, in the name of the Vendor or otherwise as the Purchasing Parties shall specify (acting reasonably), hold such Business Asset Benefits for a period of up to five years for the benefit of the Corporation and will take all such action and do or cause to be done all such things as shall, in the opinion of the Purchasing Parties (acting reasonably), be necessary or proper in order that the obligations of the Vendor may be performed in such manner that the value of such Business Asset Benefits are preserved and enure to the benefit of the Corporation, and that the collection of moneys due and payable to the Vendor in and under such Business Asset Benefits are received by the Corporation. The Vendor’s obligations under this Section 2.7 with respect to any particular Business Asset Benefit shall terminate if the failure to obtain the necessary consent, novation or re-issuance in respect of the relevant Business Asset is a result of (i) the failure of the Purchaser or its Affiliates to comply with the terms of this Section 2.7, (ii) the negligence or willful misconduct of the Purchaser or its Affiliates or (iii) is a result of the identity or the legal or regulatory status of the Purchaser or any of its Affiliates (provided that with respect to a failure in connection with the foregoing item (iii), to the extent the failure is curable, then the Purchaser shall be entitled to a six (6) month period to cure such Assumed Contractfailure). The Vendor’s obligations under this Section 2.7 shall not require it to undertake or omit to undertake any activity that violates applicable Laws or that would materially compromise its compliance program, Intellectual Property regulatory status or Registrationany other licence, permit or registration with respect to the Business or any other of its businesses. Prior to and after the Closing, the parties shall consult with each other on a monthly basis as to the status of consents, re-issuances or novations in respect of the Business Assets and with respect to the status of, and proposed approach of the parties to, the treatment of the Business Asset Benefits. The provisions of this Section 2.7 shall not affect the right of Buyer the Purchasing Parties not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 8.4 has not been fulfilled. The obligations of the Vendor under this Section 2.7 are subject to compliance by the Corporation of its obligations under section 2(d) of the Transition Services Agreement.

Third Party Consents. To the extent that Seller’s rights under any Assumed Contract, Intellectual Property or Registration Assigned Contract that is part of the Product Rights may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for such required consent(s) as promptly as possible. In the effective case of assignment to and assumption by Buyer of the Assumed ContractsBrusilow License Agreement hereunder, the Intellectual PropertyParties agree that “commercially reasonable efforts” shall not require the Seller to pay to the Brusilow Parties, as a condition of obtaining consent therefrom *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. UCYCLYD / HYPERION ASSET PURCHASE AGREEMENT for such assignment, any amounts not otherwise due to the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerBrusilow Parties. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the portion of the Product Rights in question so that Buyer would not in effect acquire the benefit of all such rights, Seller Seller, to the maximum extent permitted by Law, shall cooperate use commercially reasonable efforts after the Closing to obtain for Buyer the benefits thereunder and shall reasonably cooperate, to the maximum extent permitted by Law, with Buyer in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on Buyer. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 2.08 to the omitted portions. contrary, in the event Seller is unable to Buyer obtain consent to assign the Brusilow License Agreement, Seller shall be deemed to have granted an exclusive sublicense to the rights under the relevant Assumed ContractBrusilow License Agreement without additional payment, Intellectual Property or Registration, including enforcement at which licenses shall be *** by Seller (*** hereof) unless and until such consent to assignment is obtained and the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and applicable agreement is assigned to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledBuyer.

Third Party Consents. To Notwithstanding anything to the extent contrary in this Agreement, no assets of Seller, including Contracts, that any Assumed Contractotherwise would constitute Purchased Assets shall be deemed sold, Intellectual Property transferred or Registration is not assignable assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of another partyany third party would be ineffective, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof of contract or a default thereunderviolation of any Law or Governmental Order (assuming compliance with applicable Regulatory Laws) or would in any other way adversely affect the rights of Seller (or Buyer as transferee or assignee) if such consent or approval is not obtained at or prior to the Closing. In such case, if the Closing occurs and to the extent legally permissible: (a) the beneficial interest in or to such assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller under such Beneficial Rights (except to the extent such obligations constitute Excluded Liabilities) as agent for Seller, and Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. After the Closing, Seller and Buyer shall each use their commercially reasonable efforts to obtain and secure all consents and approvals reasonably necessary to effect the consent of [****]*legal and valid sale, to the extent required, for the transfer or assignment of the assets underlying the Beneficial Rights to Buyer without any Assumed Contracts adverse change in any of the material terms or conditions of such assets; provided that (a) neither Seller nor Buyer shall be required to which it is a party. pay any consideration or compromise any rights not otherwise required by this Agreement to be compromised for any such consent or approval and (b) neither Seller nor Buyer shall use its commercially reasonable be required to undertake efforts to seek or obtain any those consents and all consents necessary for the effective assignment to and assumption by Buyer approvals described in Section 3.3 of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(aDisclosure Schedule but omitted from Section 9.2(f) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All Pending the completion of such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedsale, transfer or assignment of the assets underlying the Beneficial Rights, Seller and Buyer shall reasonably cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been of such assets (including those assets that are the subject of those consents and approvals described in Section 3.3 of the Disclosure Schedule but omitted and filed separately with from Section 9.2(f) of the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or RegistrationDisclosure Schedule), including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If , and to provide for Buyer to discharge any Liability of Seller under such assets to the extent that such arrangement canLiability does not be madeconstitute an Excluded Liability. Except as otherwise set forth in this Section 1.5, Seller shall not have any liability to Buyer shall have no obligation pursuant or its Affiliates arising out of or relating to Section 2.3 or otherwise with respect the failure to obtain any such Assumed Contractconsent or approval (for the avoidance of doubt, Intellectual Property this sentence does not operate to waive any rights Buyer may otherwise have under this Agreement arising from a breach of any representation or Registration. The provisions warranty of Seller set forth in Article 3 of this Section 2.7 shall not affect the right Agreement or a breach of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained any covenant of Seller set forth in Section 9.1 has not been fulfilledArticle 5).

Third Party Consents. To the extent that any Assumed ContractSeller shall use reasonable best efforts (at Seller's expense), Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially cooperate (it being understood that such cooperation will not include any requirement to pay any consideration or offer or grant any financial consideration) with Seller in all reasonable efforts respects to obtain all Consents and Governmental Permits required for the consent transfer to Buyer of [****]*all of the Assets. Seller will not agree to any materially adverse change in any Assumed Contract as a condition to obtaining any such Consent without Buyer's consent, which shall not be unreasonably withheld. Any instrument evidencing any Consent shall be reasonably acceptable to the extent required, for Buyer. If a Required Consent or Governmental Permit to the assignment of any Assumed Contracts Contract is not obtained and Buyer, in its discretion, waives any requirement under this Agreement that such Consent or Governmental Permit be obtained as a condition to which it is a party. Closing and the requirement that such Assumed Contract be assigned to Buyer at the Closing, Seller shall use its commercially reasonable best efforts to keep such Assumed Contract in effect and to give Buyer the benefit of such Assumed Contract to the same extent as if it had been assigned, and Buyer shall perform Seller's obligations under the Assumed Contract relating to the benefit obtained by Buyer. From and after the Closing, Seller will continue to use its reasonable best efforts (at Seller's expense) to obtain all Consents and Governmental Permits that were not obtained prior to Closing. Nothing in this Agreement shall be construed as an attempt to assign any and all consents necessary for Assumed Contract or Governmental Permit that is by its terms nonassignable without the effective assignment to and assumption consent of the other party or as a waiver by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such requirement under this Agreement that consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account assignment of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property Contract or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not Governmental Permit be obtained prior to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.

Third Party Consents. To Subject to Section 8.06, as and from the extent that any Assumed Contractdate of this Agreement, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Holdco and Seller will cooperate and Buyer shall each use their respective commercially reasonable efforts to obtain as promptly as practicable all consents, approvals and waivers required by third Persons to transfer, assign or novate any Acquired Asset (including the consent of [****]*Assumed Real Estate Leases, Assumed Capital Leases, Assumed Operating Leases, Assumed Contracts, CMB Intellectual Property, Technology and Know-How), to Holdco in a manner that will avoid any default, conflict, or termination of rights under the extent requiredAssumed Real Estate Leases, Assumed Capital Leases, Assumed Operating Leases, Assumed Contracts, CMB Intellectual Property and Technology and Know-How or any violation of any Legal Requirement. Seller shall also take such action reasonably requested by Holdco in connection with Holdco's application to become an "Approved Company" for purposes of succeeding to the rights of Seller under the Service and Technology Agreement dated August 31, 2000 among Seller, the Kentucky Economic Finance Authority and Faulkner Hinton/Ormsby I, LLC, and the assignment of any Assumed Contracts to which it is a partysuch agreemenx xx Xxxxxx. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedXxbxxxx xo Section 8.12 below, Seller shall cooperate pay all reasonable out-of-pocket costs and expenses incurred by any third Person in connection with Buyer in obtaining any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested required consent, approval or waiver from any third Person with respect to the omitted portions. to Buyer under the relevant Assumed Contracttransfer, Intellectual Property assignment or Registrationnovation of Acquired Assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If if and to the extent that a third Person seeks reimbursement for such arrangement cannot be madecosts. Notwithstanding anything to the contrary in this Agreement, Buyer nothing in this Section 8.04 shall have no obligation pursuant require Seller or Holdco to Section 2.3 expend any material sum, make a material financial commitment or otherwise with respect grant or agree to any material concession to any third Person to obtain any such Assumed Contractconsent, Intellectual Property approval or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledwaiver.

Third Party Consents. At the Closing, Seller shall assign, and Purchaser shall assume and be entitled to, all rights, benefits, interests, duties and obligations under the Assumed Contracts. To the extent that any Assumed Contract, Intellectual Property or Registration Contract is not assignable without the consent of another partyany other party to such Contract (“Other Parties”), this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer Purchaser shall each use commercially their respective best efforts (provided that Purchaser shall bear all reasonable efforts and documented out-of-pocket expenses of Seller that are borne after notice is given to obtain the consent of [****]*Purchaser and Purchaser consents to such expenses) to obtain, as soon as reasonably practical and subject to the extent required, for Purchaser obtaining all necessary Permits in connection with the assignment of any such Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed ContractsContract, the Intellectual Property, consent of each Other Party to each Assumed Contract to the Registrations and the assignment of any such Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All Contract to Purchaser in all cases in which such consents shall consent is or may be in writing and executed counterparts thereof shall be delivered promptly to Buyerrequired for such assignment. If any such consent shall not be obtainedobtained as of the Closing Date, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant applicable Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer Purchaser of any and all rights of Seller against the other party Other Party thereto arising out of the breach or cancellation thereof by such other party Other Party or otherwise. If Purchaser acknowledges that it has reviewed each Assumed Contract. Seller represents, warrants and agrees that it has obtained the consent of each Other Party to each Assumed Contract to permit Purchaser to act as a subcontractor to Seller under each Assumed Contract, except as set forth on Schedule 7.10. In furtherance of the extent that such arrangement cannot be madeforegoing, Buyer at the Closing Seller and Purchaser shall have no obligation pursuant to Section 2.3 or otherwise enter into a Subcontractor Agreement in the form of Exhibit C. In addition, after the Closing Date, Seller shall maintain insurance with respect to any the Assets and the Assumed Contracts at the same levels as prior to the Closing, so long as such Assumed ContractContracts and related Assets are covered by the Subcontractor Agreement, Intellectual Property or Registration. The provisions and Purchaser shall reimburse Seller for Seller’s incremental out-of-pocket costs of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledsuch post-Closing insurance.

Third Party Consents. To Without derogating from the conditions to Closing set forth in Article 6, to the extent that any Assumed Acquired Asset (including Assigned Contract, Intellectual Property or Registration ) is not assignable without the consent of another partyPerson, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof thereof. To the extent the preceding sentence applies in respect of an Assigned Contract, at the Closing, Purchaser will assume and agree to pay, perform and satisfy when due the liabilities of Seller under such Assigned Contract (but not such Assigned Contract itself) to the extent that such liabilities would otherwise be an Assumed Liability, and the rights and benefits of Seller under such Assigned Contract or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*resulting therefrom (but not such Assigned Contract itself), to the extent requiredthat such rights and benefits would otherwise be an Acquired Asset, for the assignment of any Assumed Contracts will be sold, transferred and assigned to which it is a partyPurchaser. Seller shall use its commercially reasonable efforts to obtain assist Purchaser (at Purchaser’s expense) in obtaining the consent of such other Person to the assignment of any and such Acquired Asset to Purchaser in all consents necessary cases in which such consent is required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent shall not be obtained, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed Contract, Intellectual Property or RegistrationAcquired Asset, including enforcement at the cost and for the account of Buyer Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, in each case at Purchaser’s sole expense. If and Notwithstanding anything to the extent that such arrangement cannot be madecontrary, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions the obligations of Seller under this Section 2.7 2.12 shall not affect in no event extend beyond the right completion of Buyer not the Wind-Up. Seller shall [***] the consent to consummate assignment of the transactions contemplated by this Agreement if contract counterparty for the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAssigned Contracts listed on Schedule 2. [***].

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain any consents of third parties which are required to be obtained for the consent assignment of [****]*the Seller Property to Buyer (the “Consents”) prior to the Closing. This obligation shall continue after the Closing with respect to any Consents that are not obtained prior to the Closing. After the Closing and prior to obtaining the Consents, any of the Seller Properties that are not otherwise assignable or transferable, other than Excluded Contracts (each a “Non-Assigned Asset”), shall, at the option of Buyer, be deemed to be held by Seller until such Non-Assigned Asset can be assigned (the “Holding Period”). During the Holding Period, Seller shall grant to Buyer an exclusive right and license to use each such Non-Assigned Asset and provide Buyer with the economic benefits and risks of ownership of the Non-Assigned Assets, the intent of the Parties being to provide Buyer, to the extent requiredthe same can be reasonably done, with the same access and ability to utilize such Non-Assigned Assets as if such Non-Assigned Assets had been included within the Seller Property. To the extent that Buyer is provided the benefits (if any) of any such Non-Assigned Asset (whether from Seller or otherwise), (i) Buyer shall perform for the assignment benefit of any Assumed Contracts third party the obligations of Seller arising from and after the Closing thereunder or in connection therewith and (ii) Buyer shall pay, perform and discharge, and Buyer and Tristream shall indemnify Seller against and hold Seller harmless from, all Losses of Seller relating to which it is a party. Seller such performance or failure to perform; provided, however, that such indemnity shall use its commercially reasonable efforts not include any claims arising from Seller’s failure to obtain any and all consents necessary for the effective assignment to and assumption by Buyer required Consent. Upon receipt of the Assumed ContractsConsent related to a Non-Assigned Asset, such Non-Assigned Asset shall automatically be deemed to be part of the Intellectual PropertySeller Property without the need for any further action on the part of the Parties or any other Person and without the payment of any additional consideration, the Registrations provided that, Seller and the Assumed Liabilities, Buyer will take or cause to be taken such further action (including the Third Party Consents set forth on Attachment 4.2(aexecution and delivery of such further instruments and documents) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portionsNon-Assigned Asset as the other Party reasonably may request, all without further consideration. Buyer shall cooperate in good faith with Seller in connection with the pursuit of the Consents. Buyer shall pay all reasonable and customary fees to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and any third party for the account purpose of Buyer obtaining any Consent and all reasonable and customary costs and expenses of any and all rights third party resulting from the process of Seller against the other party thereto arising out of the breach or cancellation thereof by obtaining such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledConsents.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractTransferred Contract or Permit constituting an Asset, Intellectual Property or Registration is any other Asset, may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained prior to Closing, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible. With respect to the Required Consents, in the event any such Required Consent is not obtained and all consents necessary for delivered to Buyer by the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth date noted on Schedule 6.3 8.3 for such Required Consent, and in the event the failure to obtain such consent will have a material negative impact on the Buyer’s net profit realized related to the Business, then the parties shall in good faith negotiate an adjustment to the Purchase Price to compensate the Buyer for such loss of net profit, and shall document such mutual agreement through an amendment to this Agreement; provided, however, in the Disclosure Schedule. All event the Seller obtains such consents Required Consent at any time, then such negotiations of an adjustment to the Purchase Price shall be in writing and executed counterparts thereof shall be delivered promptly to Buyercease. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller Seller, to the maximum extent permitted by Applicable Law and the Asset, shall cooperate act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Applicable Law and the Asset, with Buyer in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on Buyer. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 2.4 to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be madecontrary, Buyer shall not be deemed to have no obligation pursuant waived its rights under Section 8.3 hereof unless and until Buyer either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if by proceeding with the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.

Third Party Consents. To the extent that the Sellers’ rights under any Assumed Contractagreement, Intellectual Property contract, commitment, lease, permit or Registration is other asset to be assigned to the Purchaser under this Agreement may not assignable be assigned without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer the Sellers shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair the Purchaser’s rights under the asset in question so that the Purchaser would not in effect acquire the benefit of all such rights, Seller the Sellers, to the maximum extent permitted by Law, shall cooperate act after the Closing as the Purchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law, with Buyer the Purchaser in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed ContractPurchaser, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that the Purchaser receives such arrangement cannot benefits, the Purchaser shall be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registrationresponsible for the performance of Sellers’ obligations thereunder. The provisions of Nothing in this Section 2.7 2.4 shall not affect be deemed a CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. waiver by the Purchaser of its right to have received on or before the Closing an effective assignment of Buyer not all of the Acquired Assets nor shall this Section 2.4 be deemed to consummate constitute an agreement to exclude from the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Acquired Assets any assets described under Section 9.1 has not been fulfilled1.2.

Third Party Consents. To Seller shall use reasonable best efforts to obtain prior to the extent Closing Date all Third Party Consents which the parties mutually agree should be obtained as set forth on Schedule 6.3(a) (the “Required Consents”). Those Third Party Consents that the parties agree not to obtain also shall be set forth on Schedule 6.3(a). If a Third Party Consent (including any Assumed Contract, Intellectual Property or Registration Required Consent) is not assignable without the consent of another partyobtained and delivered at Closing, (i) neither this Agreement nor any action taken hereunder shall not be deemed to constitute an assignment of any such Acquired Asset or an attempted assignment thereof any Contract if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain Contract or result in the loss or diminution of any rights thereunder or acceleration of any obligations thereunder, and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a(ii) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement proposed by Buyer designed to provide for Buyer with the benefits intended of such Acquired Asset and Contract as to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registrationwhich such Third Party Consent relates, including enforcement at the cost and by Seller, for the account and benefit of Buyer Buyer, of any and all rights of Seller against the any other party thereto person arising out of the breach or cancellation thereof of any such Contract by such other party person or otherwise. If This Section 6.3(a) shall not relieve Buyer of its obligations to perform or assume any Assumed Liability or to comply with this Section 6.3. Until such time that a Required Consent is obtained or Buyer notified Seller that it no longer requires that such Required Consent to be obtained, Seller shall use commercially reasonable best efforts, at its own expense, to obtain (and Buyer shall use commercially reasonable efforts to assist Seller, at Buyer’s expense, to obtain) such Required Consent. With respect to each Third Party Consent (including any Required Consent) that is not obtained, Seller agrees that it shall work with Buyer to take all such reasonable action (e.g., acceptance by Buyer of an appointment as agent-in-fact, subcontractor, joint venturer or assignee for Seller and/or Shareholders) and do or cause to be done such things as shall be reasonable or proper to assure that (i) Buyer will receive all of the rights and benefits of Seller associated with such Acquired Asset or Contract to which such Third Party Consent relates (including, without limitation, any rights to payments thereunder) (the “Unassigned Rights”), and (ii) Buyer shall assume and be responsible for all of the obligations and liabilities associated with such Acquired Asset or Contract to which such Third Party Consent relates which would have been an Assumed Liability if it had been assigned to Buyer (the “Unassigned Obligations”). Buyer shall indemnify, defend and hold Seller and the Shareholders harmless from any Losses arising out of or related to Buyer’s failure to perform any of the Unassigned Obligations (except for those Unassigned Obligations that Buyer is unable to perform due to the extent acts or omissions of Seller, and except for those Unassigned Obligations that such arrangement cannot be madeare materially changed to the detriment of Buyer due to the acts or omissions of Seller). Seller, jointly, and each Shareholder, severally, shall indemnify, defend and hold Buyer shall have no obligation pursuant harmless from any Losses arising out of or related to Section 2.3 Seller’s acts or otherwise omissions with respect to the Unassigned Rights and Unassigned Obligations. Seller covenants and agrees that it shall not agree to any modification of any Unassigned Rights or Unassigned Obligation with out the express written consent of Buyer. Seller further acknowledges and agrees that Buyer shall not be obligated to perform any Unassigned Obligations that are materially changed to the detriment of Buyer due to the acts or omissions of Seller, but rather, shall be entitled to cause such Assumed Contract, Intellectual Property or RegistrationUnassigned Obligation to revert to Seller. The indemnification obligations set forth in this Section 6.3(a) shall be subject to the terms and provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.Article IX hereof. 4416103v.8

Third Party Consents. To Seller shall make such applications to the extent that any Assumed ContractFranchise authorities and other third parties identified on Schedule 3.2 whose consent or approval is required for the consummation of the transactions contemplated hereby, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement and shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each otherwise use commercially reasonable its best efforts to obtain the consent of [****]*, such consents and approvals prior to the extent requiredConsummation. Buyer shall use its best efforts to assist Seller and shall take such actions as may reasonably be necessary in obtaining such consents and approvals and shall cooperate with Seller in the preparation, for the assignment filing and prosecution of any Assumed Contracts such applications. The parties agree to which it is a partyuse best efforts to obtain such consents and approvals in writing and in form and substance reasonably acceptable to Buyer. Seller shall use its commercially reasonable efforts not agree to obtain any and all consents materially adverse change in any Franchise as a condition to obtaining any consent or approval necessary for the effective assignment to and assumption by transfer of such Franchise unless Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Scheduleshall otherwise consent in writing. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent Buyer agrees that it shall not be obtained, seek amendments or modifications to Franchises or agreements. Buyer shall furnish Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain copies of such documents and information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or RegistrationBuyer, including enforcement at the cost financial information and for the account information relating to cable and other operations of Buyer and its affiliated or related companies, as Seller may reasonably request in connection with obtaining any of such consents or approvals or as may be reasonably requested by any and all rights of Seller against the Franchise authority or other third party thereto arising out of the breach in connection with obtaining any consent or cancellation thereof by such other party or otherwiseapproval. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise Seller's obligations hereunder with respect to obtaining any consent or approval shall be satisfied if Buyer has executed a new franchise or contract with the respective Franchise authority or other third party or if such Assumed Contract, Intellectual Property Franchise authority or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not other third party has indicated in writing that it is willing to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledexecute a new franchise or contract with Buyer.

Third Party Consents. To the extent that a Seller’s rights under any Assumed ContractMaterial Contract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain upon the consent request of [****]*Buyer, to the extent requiredsuch Seller, for the assignment of any Assumed Contracts to which it is a party. Seller at its expense, shall use its commercially reasonable best efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller such Seller, to the maximum extent permitted by law and in respect of the Purchased Asset, shall cooperate act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder, shall enforce, at the request of and for the account of the Buyer at Buyer’s expense, any rights of Sellers or their Affiliates arising thereunder against any Person, including the right to elect to terminate in accordance with the terms thereof upon the direction of the Buyer and shall cooperate, to the maximum extent permitted by Law and in respect of the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide for such benefits to Buyer. To the extent Buyer is provided with the benefits intended of any such Purchased Asset, Buyer shall perform, at the direction of Sellers, the obligations of Sellers or their Affiliates thereunder. To the extent that any Assumed Liability relates to any such Purchased Asset, Sellers shall bear all of the costs arising from such Assumed Liability until such Purchased Asset is transferred and assigned to Buyer or Buyer obtains all the benefits of such Purchased Asset under this Section 2.10; provided, that to the extent Buyer obtains a portion of the benefits of such Purchased Asset, Buyer shall bear a pro rata portion of the costs arising from the related Assumed Liability. To the extent that any Intellectual Property Registration owned by a Seller cannot be assigned * Certain information on this page has been omitted and filed separately transferred by Sellers, then Sellers hereby grant Buyer an irrevocable, perpetual, worldwide, fully-paid up, royalty-free, exclusive license, with the Sec. Confidential treatment has been requested with respect right to the omitted portions. sublicense through multiple tiers and to Buyer under the relevant Assumed Contractenforce, to make, have made, use, sell, offer to sell, import, export, improve, reproduce, distribute, perform, display, transmit, manipulate in any manner, create derivative works based upon, and otherwise practice, exploit or utilize in any manner such Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwiseAsset. If and when such consents are obtained, the applicable Seller shall promptly assign, transfer, convey and deliver the applicable Purchased Asset to Buyer and execute such transfer document as may be reasonably requested by Buyer. Notwithstanding any provision in this Section 2.10 to the extent that such arrangement cannot be madecontrary, Buyer shall not be deemed to have no obligation pursuant waived its rights under Section 7.2(d) unless and until Buyer either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if the condition at Closing. For ease of reference, this Section 2.10 does not apply to its obligations hereunder contained in Section 9.1 has not been fulfilledStandard Licenses.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractContract or Permit constituting a Purchased Asset may not be sold, Intellectual Property assigned, transferred or Registration is not assignable delivered to Buyer without the consent or waiver of another partyPerson which has not been obtained on or prior to the Closing Date, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable best efforts to obtain any such required consent(s) and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(awaiver(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent or waiver shall not be obtainedobtained or if any attempted sale, Seller assignment, transfer or delivery of any Purchased Asset would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not acquire the full benefit of all such rights, Seller, to the maximum extent permitted by Law and the Purchased Asset, shall cooperate act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder, and shall cooperate, to the maximum extent permitted by Law, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer. Without limiting the foregoing, at Buyer’s reasonable request Seller shall (a) cooperate in any lawful arrangement proposed by Buyer under which Buyer (or its designee(s)) would obtain the economic, operational and other benefits of any such Purchased Asset and assume any related economic burden thereunder; (b) enforce for the benefit of Buyer and as reasonably directed by Buyer Seller’s rights under such Purchased Asset as if such Purchased Asset had been sold, conveyed, assigned and delivered to Buyer, including in the benefits intended name of Seller as party to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested such Purchased Asset or otherwise as Buyer shall specify; (c) permit Buyer to enforce any rights arising with respect to the omitted portions. thereto; and (d) promptly pay to Buyer under the relevant Assumed Contractall income, Intellectual Property or Registration, including enforcement at the cost proceeds and for the account of Buyer of any and all rights of other DM3\7875356.18 monies received by Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and from third parties to the extent that related to Buyer’s intended rights under such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions Purchased Asset as contemplated by this Agreement if Section 2.07. Once such consent, authorization, approval, waiver, notice or novation is obtained or made, Seller shall sell, assign, transfer, convey and deliver to Buyer the condition relevant Purchased Asset to its obligations hereunder contained in Section 9.1 has not been fulfilledwhich such consent or waiver relates for no additional consideration.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration Contract is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Purchaser and Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, such other party to the extent required, for the assignment of any such Assumed Contracts Contract to Purchaser in all cases in which it such consent is or may be required for such assignment or, in the alternative, a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerreplacement contract. If any such consent or replacement contract shall not be obtained, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be mademade to the satisfaction of Seller and Purchaser, Buyer shall Purchaser may, at its option, either (i) waive the conditions to closing set forth in Section 6.07 and proceed to consummate the transactions contemplated by this Agreement or (ii)(A) if the Assumed Contract at issue is the Crazy Moose II Lease, the lease for the parking facility located at 000 Xxxxx 00xx Xxxxxx, Xxxxx, Xxxxxxxxxx (the “Parking Facility Lease”), or the agreements for the card shufflers listed in Section 2.17(a) of the Disclosure Schedule (the “Card Shuffler Agreements”)(solely in the event that the card shufflers described therein have no obligation pursuant not been purchased by Seller prior to Section 2.3 Closing and included within the Assets) or otherwise (B) in the event that in excess of 10% of the Table Game Licenses are not assigned to Purchaser or replaced with respect to any such Assumed Contractnew and substantially similar contracts by Closing, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer elect not to consummate the transactions contemplated by this Agreement in accordance with Section 6.07 as a result of Seller’s failure to fulfill the closing condition; provided, however, if Purchaser elects to consummate the condition transaction under clause (i) above, Purchaser shall indemnify and hold Seller harmless from any and all Losses resulting from the failure to its obligations hereunder contained in Section 9.1 has not been fulfilledobtain such consent.

Third Party Consents. To the extent that Seller’s rights under any Assumed Contract, Intellectual Property or Registration is contracts relating to the Medicaid Business (which are part of the Assets) may not assignable be assigned without the consent of another a third party, which consent has not been obtained prior to Closing, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderbe unlawful. Both Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, acknowledge and agree that in addition to the extent requiredPurchased Provider Agreements (which are not assignable to Buyer and will be dealt with pursuant to Section 11.1(b)), for each of the assignment agreements set forth on Schedule 2.7(c) are not assignable and Seller has agreed to either secure the consents of its contracting parties or to take all actions necessary in order to provide the benefits of any Assumed Contracts such agreement to which it is a partyBuyer. Seller Seller, at its expense, shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered required consent as promptly to Buyeras possible after Closing. If any such consent consents are not obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and by the terms of the applicable contract(s), at Seller’s expense, shall not be obtaineduse its commercially reasonable efforts in acting as Buyer’s agent in order to obtain for Buyer the benefits thereunder, Seller and shall cooperate cooperate, to the maximum extent permitted by law and by the terms of the applicable contract(s), with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits intended of such contracts to Buyer. Seller shall, without further consideration therefor, pay and remit to the Buyer promptly all monies, rights, and other considerations received in respect of the Buyer’s performance of any obligations, and, at the Buyer’s request, shall direct that such payments be assigned * Certain information on made directly to the Buyer. Without limiting the foregoing, Seller shall not terminate any such contract without the prior written consent of Buyer. Buyer may, from time to time, upon five (5) Business Days’ written notice to Seller, terminate any arrangements which are the subject of this page has been omitted and filed separately with the Sec. Confidential treatment has been requested Section 2.7(c) with respect to the omitted portions. periods after such notice, without liability or further obligation to Buyer under the relevant Assumed Contract, Intellectual Property Seller or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledthird party.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property Business Contract or Registration Business License is not assignable without the consent of another partyPerson, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderthereof. Seller and Buyer Purchaser shall each use commercially reasonable efforts before the Closing Date to obtain the consent of [****]*, all such other Persons to the extent required, for the assignment of any Assumed Contracts such Business Contract or Business License to Purchaser in all cases in which it such consent is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary or may be required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent shall not be obtained, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed ContractBusiness Contract or Business License, Intellectual Property or Registrationincluding, including but not limited to, enforcement at the cost of Seller and for the account of Buyer Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer Purchaser shall have no obligation or liability pursuant to Section 2.3 or otherwise under this Agreement or the Operative Agreements with respect to any such Assumed ContractBusiness Contract or Business License. If, Intellectual Property in the opinion of Purchaser, the absence of a third party consent has deprived Purchaser of a material benefit of its bargain hereunder or Registrationunder the Operative Agreements, and if Seller and Purchaser have been unable to agree upon an arrangement designed to provide for Purchaser the benefits intended to be assigned to it, then the parties agree to negotiate in good faith an offset to the Purchase Price paid by Purchaser hereunder for that part of the benefit which the parties agree has been lost. The provisions of Nothing in this Section 2.7 2.6 shall not affect be deemed to waive the right rights of Buyer the Purchaser not to consummate the transactions contemplated by this Agreement or the Operative Agreements if the condition conditions to its obligations hereunder contained in Section 9.1 has 3.5 have not been fulfilled.

Third Party Consents. To Unless otherwise agreed to by the Purchaser, to the extent that any Assumed Contract, Intellectual Property or Registration Contract is not assignable without the consent of another partyConsent, this Agreement shall not constitute an assignment or an attempted assignment thereof thereof, or an assumption or attempted assumption of Obligations and Liabilities arising thereunder, if such assignment assignments or attempted assignment would constitute a breach thereof or a default thereunderunless the necessary Consents are obtained. The Seller and Buyer the Shareholders shall each use commercially reasonable best efforts to obtain the consent of [****]*, to the extent required, Consents required for the assignment of any Assumed Contracts the Purchased Assets. The Purchaser will cooperate to which it is a party. Seller shall use its the extent commercially reasonable with the Seller and the Shareholders in their efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerConsents. If any such consent Consent shall not be obtained, Seller then either, at the Purchaser's option, (i) the Contract shall be an Excluded Asset and the Purchaser shall not assume any Obligations and Liabilities related thereto or arising thereunder, or (ii) the Seller, the Shareholders and the Purchaser shall cooperate with Buyer in any a reasonable arrangement designed to provide (a) providing for Buyer the Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with to the Sec. Confidential treatment has been requested Purchaser hereunder with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, any such other Contract (including enforcement at the cost and for the account of Buyer the Purchaser of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise), (b) to relieve the Seller of its obligations to the other contracting party under any such Contract. If and to the extent that such arrangement cannot be mademade on terms and conditions acceptable to the Seller, Buyer the Shareholders and the Purchaser, the Purchaser shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed ContractContract or any Obligation Liability with respect thereto, Intellectual Property or Registrationand the Closing Balance Sheet and the Closing Adjustments shall be adjusted accordingly, with any additional Purchase Price adjustment as a result thereof being paid to Purchaser pursuant to the terms of Section 2.2(c) hereof. The Without limiting the provisions of this Section 2.7 Section, the Seller and the Purchaser shall use commercially reasonable efforts to enter into, and shall cooperate with one another in good faith in entering into, appropriate and reasonable alternative arrangements pursuant to clause (ii) above, if elected by the Purchaser, on terms mutually agreeable, with respect to any Contract which is not, by its terms, assignable (in whole or in part) by the Seller or under which the Seller may not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to assign its obligations hereunder contained in Section 9.1 has not been fulfilledor delegate its duties.

Third Party Consents. To Notwithstanding any other provisions of this Agreement, to the extent that any Assumed Contract, Intellectual Property or Registration is of the Purchased Assets to be conveyed under Section 1.1 are not assignable or transferable without the consent of another partyparty (including any governmental authority) and such consent has not been obtained, this Agreement shall not constitute an assignment or transfer or an attempted assignment thereof or transfer of such Purchased Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a default thereunderthereof. Seller and Buyer shall each agrees to use commercially reasonable its best efforts to obtain the consent of [****]*such other party to such an assignment or transfer as promptly as practicable. In those cases where consents, releases or waivers have not been obtained to the extent requiredsale, conveyance, assignment or transfer to Buyer of such Purchased Assets, this Agreement shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such Purchased Assets, and where necessary or appropriate, Seller shall be deemed to be Buyer's agent for the assignment purpose of any Assumed Contracts completing, fulfilling and discharging all of Buyer's rights and liabilities arising after the date hereof with respect to which it is a partysuch Purchased Assets. Seller shall use its commercially reasonable efforts to obtain any take all necessary steps and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed actions to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractbenefit of such Purchased Assets (including, Intellectual Property or Registrationbut not limited to, including enforcement at the cost and for the account of Buyer of (i) enforcing any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed ContractPurchased Assets (including without limitation the right to terminate in accordance with the terms thereof upon the advice of Buyer) or (ii) permitting Buyer to enforce any rights arising with respect to Purchased Assets) as if they had been sold, Intellectual Property conveyed, assigned or Registrationtransferred to Buyer. The provisions Buyer shall, to the extent Buyer is provided with the benefits of such Purchased Assets, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller with respect to such Purchased Assets. If and so long as Seller is acting as Buyer's agent pursuant to this Section 2.7 shall not affect 1.6, Buyer will indemnify and hold harmless Seller, its directors, officers and employees against any liabilities and obligations incurred by any of them in connection with Seller's continued performance as such agent, including the right payment of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledany associated Assumed Liabilities.

Third Party Consents. To If the extent assignment or transfer of any asset included in the Purchased Assets, the assumption by Buyer of that portion of the Business arising therefrom or as contemplated under the Development Agreement, or any Assumed Contractclaim, Intellectual Property right or Registration is not assignable benefit arising thereunder or resulting therefrom, without the consent of another partya Third Party, would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to an agreement concerning such asset, claim, right or benefit, or, upon assignment or Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. transfer, would in any way adversely affect the rights of Seller or, upon transfer, Buyer (each, a “Non-Assignable Right”), then Seller shall use its reasonable best efforts, at Seller’s sole cost and expense, to obtain such consent until such consent is obtained. If any such consent cannot be obtained, then, notwithstanding anything to the contrary in this Agreement, any Transaction Agreements or any Related Document, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller transfer of the applicable Non-Assignable Right, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts best efforts, at Seller’s sole cost and expense, to obtain any such consent as soon as possible after the Closing; and all consents necessary for (b) at Buyer’s election, (i) the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents Non-Assignable Right shall be in writing an Excluded Asset and executed counterparts thereof Buyer shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested have no Liability whatsoever with respect to any such Non-Assignable Right or any Liability with respect thereto or (ii) Seller shall, at its sole cost and expense, obtain for Buyer substantially all of the omitted portions. practical benefit and burden of such Non-Assignable Right, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer under and Seller and (B) subject to the relevant Assumed Contractconsent and control of Buyer, Intellectual Property or Registrationenforcement, including enforcement at the cost and for the account of Buyer Buyer, of any and all rights of Seller against the other party thereto arising out of the breach or cancellation cancelation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To Notwithstanding anything to the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another partycontrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, contract, lease, license, permit or other agreement or arrangement which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the "Unassigned Contracts"). The beneficial interest in and to each Unassigned Contract shall in any event pass to the Purchaser at the Closing; and each Seller covenants and agrees to cooperate with the Purchaser in any lawful and economically feasible arrangement to provide the Purchaser with the Sellers' entire interest in the benefits under each of the Unassigned Contracts. If and only if the Purchaser receives the economic benefits under an Unassigned Contract, the Purchaser agrees to accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of the Sellers. Furthermore, if the other party(ies) to an Unassigned Contract subsequently consent to the assignment or of such contract to the Purchaser (without modification thereto which is adverse to the Purchaser), the Purchaser shall thereupon agree to assume and perform all liabilities and obligations arising thereunder after the date of such consent, at which time such Unassigned Contract shall be deemed an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderAcquired Asset. Seller and Buyer shall each Purchaser agrees, upon Sellers' reasonable request, to use commercially its reasonable efforts to assist Sellers and/or Stockholder in attempting to obtain the consent assignment and novation of [****]*each Unassigned Contract Sellers and/or Stockholder may request, following the Closing. Each Seller agrees to indemnify the extent requiredPurchaser and hold it harmless against any Losses which the Purchaser may suffer, for the assignment sustain or become subject to, as a result of any Assumed Contracts claims by any party to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 Unassigned Contracts for breach of the Disclosure Schedule. All such consents shall be contract in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately connection with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account consummation of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, including, without limitation Section 2.1(c), 4.7, 4.11, 4.13 and 4.17 hereof, and the previous sentence of this Section 7.13, no provision of this Agreement if shall be deemed to require any of Purchaser, Sellers or Stockholder to indemnify or otherwise be liable to any other Party hereto for any Losses that may result to any of Purchaser, Sellers or Stockholder in connection with a failure to assign any Contract or Permit in connection with this Agreement or the condition transactions contemplated hereby (including, without limitation, the inability to its obligations hereunder contained in Section 9.1 has not been fulfilledsecure a renewal option with respect to any unassigned contract, due to such failure to assign the Unassigned Contract).

Third Party Consents. To Buyer and Seller shall use commercially reasonable efforts to obtain any third-party consents, approvals or waivers required under the extent Assigned Contracts in connection with the consummation of the Transactions; provided, however, that no Party shall be obligated to (i) make any Assumed Contractpayment to any third party to obtain any consent under this Section 6.2(a) other than normal and usual processing fees, Intellectual Property filing fees or Registration other similar normal costs incurred in connection with such third-party consent or approval or (ii) grant any accommodation (financial or otherwise) to any third party in connection with obtaining such third- party consent, approval or waiver. Notwithstanding anything to the contrary herein, this Agreement and the consummation of the Transactions shall not be construed as an attempt or agreement to assign any Contract or rights thereunder or other right that, by its terms or by applicable Law, is not assignable without the consent of another partya third party or is cancelable by a third party in the event of an assignment, this Agreement unless and until such consent shall have been obtained. To the extent that any Assigned Contract cannot constitute an assignment or an attempted assignment thereof if be assigned without consent and such assignment or attempted assignment would constitute a breach thereof or a default thereunder. consent is not obtained prior to the Closing, Seller shall use reasonable best efforts to provide to Buyer the benefits of any such Assigned Contract and Buyer shall each use commercially reasonable efforts perform or discharge on behalf of Seller all obligations and liabilities under such Assigned Contract that constitute Assumed Liabilities. In addition to obtain the consent of [****]*, Buyer’s obligations pursuant to the extent requiredforegoing sentence, for as to any Assigned Contract that is not effectively assigned to Buyer as of the assignment of any Assumed Contracts Closing Date but is thereafter effectively assigned to which it is a party. Seller shall use its commercially reasonable efforts to obtain any Buyer, Buyer shall, from and all consents necessary for after the effective assignment to date of such assignment, assume, and assumption by Buyer of the shall thereafter pay, perform and discharge as and when due, all Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights Liabilities of Seller against the other party thereto or any of its Affiliates arising out of the breach or cancellation thereof by under such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Assigned Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To the extent that any Assumed Real Property Lease, Personal Property Lease, Business Contract, Intellectual Property Confidentiality Agreements or Registration Business License is not assignable to any of the AC Venture Companies without the consent of another partyPerson that is a party thereto, this Agreement ADA-ES shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use its commercially reasonable efforts to obtain the consent of [****]*, such other party to the extent required, for the assignment of any Assumed Contracts such Real Property Lease, Personal Property Lease, Business Contract or Business License to the applicable AC Venture Company in all cases in which it such consent is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent shall not be obtained, Seller ADA-ES and its Affiliates shall (i) continue to be bound thereby, (ii) cooperate with Buyer each AC Venture Company in any reasonable arrangement designed to provide for Buyer to such AC Venture Company the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer such AC Venture Company under the relevant Assumed ContractReal Property Lease, Intellectual Personal Property Lease, Business Contract or RegistrationBusiness License, including enforcement at the cost and for the account of Buyer of any and all any rights of Seller ADA-ES and its Affiliates against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwiseotherwise and (iii) enforce at the ECP Parties’ request, any rights of ADA-ES and its Affiliates under any such Real Property Lease, Personal Property Lease, Business Contract or Business License against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of the ECP Parties). If ADA-ES, without further consideration therefor, and without right of set-off, shall pay and remit to the extent appropriate AC Venture Company promptly all monies, rights and other considerations received in respect of such performance; provided that, the respective AC Venture Company shall reimburse ADA-ES for the direct, out-of-pocket costs reasonably incurred by ADA-ES after the Closing in performing ADA-ES’s obligations under such Contracts that such arrangement cannot be made, Buyer assigned. Each of the AC Venture Companies shall have no obligation pursuant use commercially reasonable efforts to Section 2.3 or otherwise with respect to perform any portion of any such Assumed Contractlease, Intellectual Property Contract or Registration. The provisions license of which the benefits are being provided to such AC Venture Company in accordance with this Section 2.7 shall not affect 1.8 to the right same extent required of Buyer not to consummate the transactions contemplated by this Agreement if the condition to ADA-ES or its obligations hereunder Affiliates in such lease, Contract or license. Nothing contained in this Section 9.1 has not been fulfilled1.8 shall limit or impair the ECP Parties’ rights in Section 7.3 (Conditions to Obligations of the ECP Parties).

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration Transferred Asset is not assignable capable of being conveyed, assigned or transferred without the consent consent, release or waiver of another any third party, the Seller agrees to use commercially reasonable efforts to obtain such consent, release or waiver. To the extent such consent, release or waiver cannot be obtained, this Agreement shall not constitute an a conveyance, assignment or transfer, or an attempted assignment thereof if such conveyance, assignment or attempted assignment would constitute a breach thereof transfer thereof. In those cases where consents, releases or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, waivers have not been obtained at or prior to the extent requiredEffective Date to the conveyance, assignment or transfer to Interland of such Transferred Assets, this Agreement shall constitute an equitable assignment by the Seller to Interland of all of the Seller's rights, benefits, title and interest in and to such Transferred Assets, and where necessary or appropriate, the Seller shall be deemed to be Interland's agent for the assignment purpose of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any completing, fulfilling and discharging all consents necessary for of Interland's rights and liabilities arising after the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested Effective Date with respect to such Transferred Assets. The Seller shall take all steps and actions reasonably necessary to provide Interland with the omitted portions. to Buyer under the relevant Assumed Contractbenefit of such Transferred Assets (including, Intellectual Property or Registrationbut not limited to, including enforcement at the cost and for the account of Buyer of (i) enforcing any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed ContractTransferred Assets (including, Intellectual Property without limitation, the right to terminate in accordance with the terms thereof upon the advice of Interland) or Registration(ii) permitting Interland to enforce any rights arising with respect to such Transferred Assets) as if they had been sold, conveyed, assigned or transferred to Interland. The provisions Interland shall assume, and indemnify and hold Seller harmless against, all liabilities, obligations, cost and expenses with respect to and which may arise out of actions taken by Seller at the request of Interland in order to provide Interland with the benefits of such Transferred Assets or the servicing of the Accounts or the receipt of the services under any agreement comprising such Transferred Assets; provided, however that Seller shall be liable for all third-party liabilities, obligations, cost and expenses arising out of a claim by a third-party that the actions of Seller taken pursuant to this Section 2.3 constituted an improper assignment of the Transferred Asset (an "Assignment Claim"). For purposes of this Section 2.7 Agreement, any Assignment Claim shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledbe deemed an Assumed Liability.

Third Party Consents. To Anything to the contrary in this Agreement notwithstanding, to the extent that the sale, assignment, conveyance or transfer of any Assumed Purchased C Asset, Assigned Engagement or Assigned C Contract, Intellectual Property or Registration is not assignable without the transactions contemplated by the Service Agreement, requires the consent of another a third party, this Agreement shall not constitute an assignment agreement to effect such sale, conveyance, transfer or an attempted assignment thereof assignment, or sublease, if such assignment or attempted assignment action would constitute a breach or violation thereof or a default adversely affect Buyer's rights thereunder. Seller and Buyer shall each Sellers agree to use commercially reasonable efforts (with no obligation to pay any fee to any third party for the purpose of obtaining any consent or approval or any costs and expenses of any third party resulting from the process of obtaining such consent or approval) to obtain such consents (which shall be in form and substance reasonably satisfactory to Buyer) prior to the Initial Closing Date or the applicable Subsequent Closing Date in accordance with this Agreement. To the extent that any such consent is not obtained prior to the Initial Closing Date or the applicable Subsequent Closing Date, Sellers shall use commercially reasonable efforts (with no obligation to pay any fee to any third party for the purpose of [****]*obtaining any consent or approval or any costs and expenses of any third party resulting from the process of obtaining such consent or approval) to (A) obtain any such consent after the Initial Closing Date or such Subsequent Closing Date, (B) to the extent requiredreasonably practicable, enter into or facilitate lawful arrangements reasonably acceptable to Buyer and Sellers such Purchased C Asset, Assigned Engagement or Assigned C Contract for the assignment of any Assumed Contracts which with respect to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall or waiver has not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed been obtained to provide for or cause to be provided to Buyer the benefits intended of and to allocate the Liabilities for, such Purchased C Asset, Assigned Engagement or Assigned C Contract, as though the requisite consent or waiver had been obtained as of the Initial Closing Date or such Subsequent Closing Date, and (C) pay, defend, indemnify and hold Buyer harmless from any Liability suffered by Buyer as a result of any failure of Sellers to obtain such consent whether before or after the Initial Closing Date or any assertion by a third party that any arrangement contemplated by clause (B) constitutes a breach or violation of such third party's rights. Notwithstanding anything to the contrary contained herein, the Company shall be assigned * Certain information on this page has been omitted obligated to pay to the applicable landlord under the Service Agreement or any Assumed Lease any amounts specified in such lease as due and filed separately owing in connection with the Sec. Confidential treatment has been requested consents necessary in connection with respect to such assignment or the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account use of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions space as contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledService Agreement, as applicable.

Third Party Consents. As set forth in Section 4.2(d), the Sellers are obligated to use their commercially reasonable efforts to obtain the consent or approval from any Person that is a counterparty to a contract identified in the Required Consent Schedule, and the Purchaser’s obligation to close is conditioned upon the receipt of such consents; provided, that in no event shall the Sellers be required to make any expenditure of money or amend the terms of any other agreement between the Sellers and such counterparty to obtain such consent or approval. To the extent that any Assumed Contract, Intellectual Property such consents (or Registration is any similar third-party consents not assignable without listed on the consent Required Consent Schedule) have not been obtained as of another partythe Closing, this Agreement shall and any document delivered pursuant hereto will not constitute an assignment or an attempted assignment thereof if 42 such assignment or attempted assignment would constitute a breach of an Assumed Contract or would give rise to a valid right of termination thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*and, notwithstanding any provision in this Agreement to the extent requiredcontrary, for the assignment of any such Assumed Contracts to which it is a party. Seller Contract shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall not be in writing and executed counterparts thereof shall be delivered promptly to Buyerdeemed an Acquired Asset. If any such third-party consent shall has not be obtainedobtained on or prior to the Closing Date, Seller the Sellers shall cooperate cooperate, at the Purchaser’s expense, with Buyer in any the Purchaser to establish a reasonable arrangement designed to provide for Buyer the Purchaser with the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant burdens of any such Assumed Contract, Intellectual Property or Registrationincluding appointing the Purchaser to act as its agent to perform all of the Sellers’ obligations under such Assumed Contract and to collect and promptly remit to the Purchaser all compensation received by the Sellers pursuant to such Assumed Contract and to enforce, including enforcement at the cost and for the account and benefit of Buyer of the Purchaser, any and all rights of Seller the Sellers against the any other party thereto person arising out of the breach or cancellation thereof of such Assumed Contract by such other party person or otherwise. If otherwise (any and to all of which arrangements shall constitute, as between the extent Parties hereto, a deemed assignment or transfer); provided, that such arrangement cannot be madefrom and after Closing, Buyer the Sellers shall have no obligation pursuant liability to Section 2.3 the Purchaser in the event that any Assumed Contract requiring consent to assignment hereunder (or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated which by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledterms is non-assignable) is terminated.

Third Party Consents. To Notwithstanding anything to the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, contrary in this Agreement or any other Transaction Document, neither this Agreement nor any other Transaction Document shall not constitute an agreement to assign or transfer any Acquired Asset if an assignment or transfer or an attempted assignment thereof if attempt to make such an assignment or attempted assignment transfer without the Consent of a Governmental Authority or other third party would constitute a breach thereof or violation of any Governmental Approval, Applicable Law, or Contract or affect adversely the rights of Silvercrest (or its designated Affiliates) or Seller thereunder or with respect thereto; and any transfer or assignment to Silvercrest (or its designated Affiliates) by Seller of any interest in, to or under any such Acquired Asset that requires the Consent of such a default thereunderthird party shall be made subject to such Consent being obtained. In the event any such Consent (other than a Governmental Approval) is not obtained on or prior to the Closing Date, if Silvercrest agrees that this Section 2.10 can apply under any applicable Contract and Applicable Law, then Seller shall (and Buyer the Principals shall each cause Seller to) continue to use commercially reasonable efforts to obtain any such Consent after the consent Closing Date until such time as such Consent has been obtained, and Seller will (and the Principals shall cause Seller to) cooperate with Silvercrest in any lawful and economically feasible reasonable arrangement to provide Silvercrest (or its designated Affiliates) with the benefits of, and interest of [****]*Seller in the benefits under, any such Acquired Asset, including performance by Seller, as agent, if legally and economically feasible, provided that Silvercrest shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent required, Silvercrest (or its designated Affiliates) would have been responsible therefor hereunder as an Assumed Liability if such Consent had been obtained. Nothing in this Section 2.10 shall be deemed a waiver by Silvercrest of the right for Silvercrest (or its designated Affiliates) to have received on or before the Closing an effective assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations Acquired Assets as contemplated in this Agreement and the Assumed Liabilitiesother Transaction Documents, including nor shall this Section 2.10 be deemed to constitute an agreement to exclude from the Third Party Consents set forth on Attachment 4.2(a) hereto and Acquired Assets any assets included in the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation Acquired Assets pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions 2.1 of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAgreement.

Third Party Consents. To As promptly as practicable after the extent that date hereof, the respective Seller will give all required notices to any Assumed Contractthird parties and will use commercially reasonable efforts to obtain the consents, Intellectual Property novations or Registration is not assignable without waivers (prior to the consent of another partyClosing) set forth on Schedule 2.1.5. Notwithstanding anything contained herein to the contrary, this Agreement shall not constitute an assignment or an attempted assignment thereof of any Contract if such assignment or attempted assignment would constitute be a breach thereof or a default thereunderwithout the counterparty’s consent. Seller Sellers and Buyer shall each use commercially reasonable efforts following the Closing to obtain the consent of [****]*all consents, to the extent requirednovations, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents waivers set forth on Schedule 6.3 of 2.1.5 to the Disclosure Schedule. All such consents shall be in writing extent not obtained prior to Closing, and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedfrom and after the Closing Date, Seller Sellers and Buyer shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under such Contract, provided, however, that neither Sellers nor Buyer shall not be required to incur out-of-pocket expenses or agree to any monetary obligations or non-monetary commitments in connection with the relevant foregoing. In the case of Assumed Contracts included in the Acquired Assets, if such consents, novations or waivers are not obtained on or prior to the Closing Date, or if an attempted assignment would be ineffective, until such consent, novation or waiver is obtained, Sellers shall use commercially reasonable efforts to (i) provide to Buyer the benefits of each such Assumed Contract, Intellectual Property or Registration(ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, including enforcement at the cost request and expense of Buyer and for the account of Buyer Buyer, any rights of any Seller arising from any such Assumed Contract; and Sellers will promptly pay to Buyer when received all rights of monies received by any Seller against the other party thereto arising out of the breach or cancellation thereof by under such other party or otherwiseAssumed Contract, except for any monies received under any such Assumed Contract that would constitute an Excluded Asset. If and to To the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to is provided the benefit of any such Assumed Contract, Intellectual Property Buyer will perform or Registrationdischarge, on behalf of the applicable Seller, such Seller’s obligations and liabilities under each such Assumed Contract in accordance with the provisions thereof except for any obligations and liabilities under any such Assumed Contract that constitute a Retained Liability. The provisions of this Section 2.7 shall not affect Once a necessary consent, novation or waiver is obtained, the right of applicable Assumed Contract will be deemed to have been automatically transferred to Buyer not to consummate on the transactions contemplated by terms set forth in this Agreement if with respect to the condition other Assumed Contracts transferred and assumed at the Closing, and consistent with the foregoing, the obligations pursuant to its obligations hereunder contained in Section 9.1 has not been fulfilledthe applicable Assumed Contract will be deemed to be Assumed Liabilities, and the rights pursuant to the applicable Assumed Contract will be deemed to be Acquired Assets.

Third Party Consents. To If the extent that assignment or transfer of any Assumed Contractasset included in the Purchased Assets or any claim, Intellectual Property right or Registration is not assignable benefit arising thereunder or resulting therefrom, without the consent of another partya Third Party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or other contravention of the rights of such Third Party, would be ineffective with respect to any party to an agreement concerning such asset, claim, right or benefit, or, upon assignment or transfer, would in any way adversely affect the rights of Seller or, upon transfer, Buyer (each, a default thereunder. “Non-Assignable Right”), then Seller shall, at Seller’s sole cost and Buyer shall each expense, use its commercially reasonable efforts to obtain such consent after the consent execution of this Agreement until the earlier of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller and Xxxxx shall use its commercially reasonable efforts to obtain any assist and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be cooperate with Seller in writing and executed counterparts thereof shall be delivered promptly to Buyerconnection therewith. If any such consent cannot be obtained prior to the Closing, then, notwithstanding anything to the contrary in this Agreement or any Related Document, (i) this Agreement and the related instruments of transfer shall not be obtainedconstitute an assignment or transfer of the applicable Non-Assignable Right, and Seller shall cooperate with use its commercially reasonable efforts, at Seller’s sole cost and expense, to obtain such consent as soon as possible after the Closing (subject to the preceding sentence), and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested shall have no Liability whatsoever with respect to any such Non-Assignable Right or any Liability with respect thereto (other than with respect to (1) if such Non-Assignable Right is under the omitted portions. Licensed Intellectual Property, any Liabilities to the extent arising out of or relating to any practice of such Licensed Intellectual Property by or on behalf of Buyer (or any of its Affiliates or its or their sublicensees under the Licensed Intellectual Property) after the Closing pursuant to the licenses granted to Buyer under Section 5.6(a), or (2) any Liabilities with respect to such Non-Assignable Right to the relevant Assumed Contractextent allocated to Buyer (or any of its Affiliates) pursuant to the Collaboration Agreement or the Termination Agreement, Intellectual Property as applicable); or Registration(B) Seller shall, at its sole cost and expense, use its commercially reasonable efforts to obtain for Buyer substantially all of the practical benefit of such Non-Assignable Right, including enforcement by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller; (2) subject to the consent and control of Buyer, enforcement, at the cost and for the account of Buyer Buyer, of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; and (3) if such Non-Assignable Right is Know-How or a Patent, licensing such Intellectual Property Right to Buyer in accordance with Section 5.6(a). If and Notwithstanding anything to the extent that such arrangement cannot be madecontrary set forth herein, none of Seller, Buyer or any of their respective Affiliates shall have no obligation pursuant be required to make any payments to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection with the performance of its or their respective Affiliates’ obligations under this Section 2.3 or otherwise 2.7. Notwithstanding the foregoing, the terms of Section 2.6 of this Agreement and Section 2.6 of the Amended and Restated Transition Services Agreement will control with respect to the consents described therein in the event of any such Assumed Contract, Intellectual Property or Registration. The provisions of conflict with this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.2.7. ​ ​

Third Party Consents. Purchaser acknowledges that the 363/365 Order will authorize the assumption and assignment of the Assigned Contracts without the requirement of any consent by the parties thereto. To the extent that any Assumed Contract, Intellectual Property or Registration Assigned Contract is not assumable and assignable by Sellers to Purchaser under section 365 of the Bankruptcy Code without the consent of another partythe parties thereto, this Agreement Sellers and Purchaser shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use their commercially reasonable efforts prior to Closing to obtain the consent all such required consents of [****]*, to the extent required, for the assignment of any Assumed Contracts to third parties which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents are necessary for the effective assignment to and assumption by Buyer consummation of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Scheduletransactions contemplated hereby (without conditions materially adverse to Purchaser). All such third-party consents shall be in writing and executed counterparts thereof shall be delivered to Purchaser promptly after Sellers’ receipt thereof but in no event later than two (2) Business Days prior to Buyerthe Closing Date. Notwithstanding the foregoing or anything contained herein to the contrary, this Agreement shall not constitute an agreement to assign any Personal Property Lease, Business Contract or Business License or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a default thereof or in any way materially adversely affect the rights of Purchaser thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Purchaser would not receive all such rights, Sellers shall use their commercially reasonable efforts after Closing to provide to Purchaser the benefits under any such consent shall not be obtainedPersonal Property Lease, Seller shall cooperate with Buyer in Business Contract or Business License or any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractclaim or right, Intellectual Property or Registrationincluding, including without limitation, enforcement at the cost and for the account benefit of Buyer Purchaser of any and all rights of Seller against the other a third party thereto arising out of the breach default or cancellation thereof by such other third party or otherwise. If and Sellers’ failure to obtain any of the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 consents referenced in the preceding sentence (other than those listed in Schedule 6.06) shall not affect the right of Buyer not relieve Purchaser from its obligation to consummate the transactions contemplated by this Agreement if all of the condition to its obligations hereunder contained conditions set forth in Section 9.1 has not Article VIhave been fulfilled.. 1.07

Third Party Consents. To Unless otherwise agreed to in writing by Buyer, and except for those Third Party Consents identified on Schedule 2.3(b) as Commercially Reasonable Efforts Consents, Sellers shall obtain prior to the extent that Closing Date all other Third Party Consents including Best Efforts Consents. Sellers shall commence the process of obtaining the Best Efforts Consents promptly after the Effective Date and shall (i) provide to Buyer a written report on the status of each Best Efforts Consent every two weeks between the Effective Date and the Closing Date, (ii) provide Buyer with a copy of all correspondence with third parties regarding Best Efforts Consents, and (iii) shall notify the Buyer promptly of any Assumed Contract, Intellectual Property or Registration refusal by a third party to provide a Best Efforts Consent. If a Third Party Consent is not assignable without obtained and delivered at Closing, and Buyer waives in writing the consent of another partyrequirement to deliver such Consent at Closing (provided that Commercially Reasonable Efforts Consents and Best Efforts Consents shall not be a condition to Closing), then as to each such Third Party Consent that is not delivered at Closing, (i) neither this Agreement nor any action taken hereunder shall not be deemed to constitute an assignment of any Asset or an attempted assignment thereof any Assigned Contract if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain Assigned Contract or result in the loss or diminution of any rights thereunder or acceleration of any obligations thereunder, and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a(ii) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller Sellers shall cooperate with Buyer in any reasonable arrangement proposed by Buyer designed to provide for Buyer with the benefits intended of the Asset or Assigned Contract as to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registrationwhich such Third Party Consent relates, including enforcement at the cost and by Sellers, for the account and benefit of Buyer Buyer, of any and all rights of Seller Sellers against the any other party thereto person arising out of the breach or cancellation thereof of any such Assigned Contract by such other party person or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To the extent that any Assumed ContractReal Property Lease, Intellectual Personal Property Lease, Business Contract or Registration Business License is not assignable without the consent of another partyparty (a "Third Party Consent"), this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof thereof. WL or a default thereunder. Seller PD, as the case may be, and Buyer Purchaser shall each use commercially reasonable efforts to obtain the consent of [****]*, such other party to the extent required, for the assignment of any Assumed Contracts such Real Property Lease, Personal Property Lease, Business Contract or Business License to Purchaser in all cases in which it such consent is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary or may be required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent Third Party Consent shall not be obtained, Seller WL or PD, as the case may be, shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed ContractReal Property Lease, Intellectual Personal Property Lease, Business Contract or RegistrationBusiness License, including including, but not limited to, enforcement at the cost of Sellers and for the account of Buyer Purchaser of any and all rights of Seller WL or PD, as the case may be, against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer Purchaser shall have no obligation pursuant to Section 2.3 2.02 or otherwise with respect to any such Assumed ContractReal Property Lease, Intellectual Personal Property Lease, Business Contract or RegistrationBusiness License. The provisions If the commercially reasonable efforts of a Seller, required by this Section 2.7 2.06, have failed to secure any Third Party Consent, and if, in the opinion of Purchaser, the absence of a Third Party Consent has deprived Purchaser of a material benefit of its bargain hereunder or under the Operative Agreements, and if Seller and Purchaser have been unable to agree upon an arrangement designed to provide for Purchaser the benefits intended to be assigned to it, then the parties agree to negotiate in good faith an offset to the Purchase Price paid by Purchaser hereunder for that part of the benefit the parties mutually agree Purchaser has lost. Nothing in this Section 2.06 shall not affect be deemed to waive the right rights of Buyer the Purchaser not to consummate the transactions contemplated by this Agreement or the Operative Agreements if the condition to its obligations hereunder contained in Section 9.1 has 7.06 have not been fulfilled.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is of the Assets are not assignable without the consent consent, waiver or approval of another partyPerson, this Agreement shall not constitute an assignment or an attempted assignment thereof of such Asset if such assignment or attempted assignment would constitute a breach thereof or a default thereunderthereof. Seller and Buyer shall each Purchaser shall, for the account of Purchaser, use their respective commercially reasonable efforts to obtain such consents, waivers and approvals as soon as practicable following the consent of [****]*Closing Date and Purchaser shall cooperate with and assist Seller to this end; provided, to the extent required, for the assignment of any Assumed Contracts to which it is a party. that Seller shall use its take no action to seek such consent, waiver or approval without prior consultation with or approval by Purchaser. If any such consent, waiver or approval shall not be obtained despite Seller’s commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contractsprocure such consent, the Intellectual Propertywaiver or approval, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, then Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser with the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested to Purchaser with respect to the omitted portions. to Buyer under the relevant Assumed Contractunderlying Asset, Intellectual Property or Registrationincluding, including without limitation, enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and only if such reasonable arrangement can be made, and except as otherwise provided herein, Purchaser agrees to accept the burdens and perform the obligations underlying such Asset. Furthermore, if the other party’s consent is subsequently obtained, Purchaser shall at such time agree to assume all liabilities and obligations thereunder, except for Retained Liabilities. If and to the extent that such arrangement cannot be made, Buyer Purchaser shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAsset.

Third Party Consents. To the extent that any Assumed right of Seller under any Purchase Contract, Intellectual Property Sale Contract, or Registration is Material Contract may not assignable be assigned to Buyer without the consent of another partyobtaining Third-Party Consent which have not been obtained (“Third-Party Consents”), this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat their expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially their reasonable best efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent Third-Party Consent shall not be obtainedobtained as of the Closing or if any attempted assignment would be ineffective and would impair Buyer’s rights under the Purchased Asset in question to the extent set forth in Section 4(f)(ii) of this Agreement, then Buyer shall have the right to exercise one of the options outlined in such Section 4(f)(ii), including to elect to terminate this Agreement by written notice to Seller with respect only to the applicable Purchased Asset (a “Terminated Asset”) pursuant to Section 4(f)(ii)(3), in which event this Agreement shall remain in full force and effect in all other respects and the Purchase Price shall be reduced by an amount equal to the value of the Terminated Asset, which reduction shall be shown on the Updated Balance Sheet. If Buyer does not terminate this Agreement with respect to the applicable Purchased Asset and does not otherwise elect to extend the Closing Date under Section 4(f)(ii)(1) of this Agreement, then Seller shall cooperate act after the Closing as Buyer’s agent in order to obtain for Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer, and the portion of the Purchase Price attributable to the applicable Purchased Asset shall not be due and payable to Seller at Closing, but rather shall be paid to Seller upon the completion of the transfer of such Purchased Asset to Buyer. In such event, the Allocation Schedule shall not include the Premium for Buyer the benefits intended Purchased Asset, which Premium and the allocations thereof shall be calculated consistent with Schedule 2(f)(iii)(2) and included in an Allocation Schedule to be assigned * Certain information on provided by Buyer within sixty (60) days after the Closing for the Purchased Asset, and any Additional Purchase Price resulting therefrom shall be paid within ten (10) days after delivery of such Allocation Schedule. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 7(e) to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be madecontrary, Buyer shall not be deemed to have no obligation pursuant waived its rights under Section 4(b)(i)(15) unless and until Buyer either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledat Closing.

Third Party Consents. To If the extent that assignment or transfer of any Assumed Contractasset included in the Purchased Assets or any claim, Intellectual Property right or Registration is not assignable benefit arising thereunder or resulting therefrom, without the consent of another partya Third Party, would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to an agreement concerning such asset, claim, right or benefit, or, upon assignment or transfer, would in any way adversely affect the rights of Seller or, upon transfer, Buyer (each, a “Non-Assignable Right”), then, if requested by Buyer, Seller shall use commercially reasonable efforts, at Buyer’s sole cost and expense, to obtain such consent after the execution of this Agreement until such consent is obtained. If any such consent cannot be obtained prior to the Closing and the Closing occurs, then, notwithstanding anything to the contrary in this Agreement or any Related Document, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the applicable Non-Assignable Right until and unless such consent is obtained (at which point such Non-Assignable Right will be deemed to have been assigned or transferred under this Agreement on such date (the “Transfer Date”)), and, if requested by Buyer, Seller shall use commercially reasonable efforts, at Buyer’s sole cost and expense, to obtain such consent as soon as possible after the Closing; and (b) upon delivery of Buyer’s written election to Seller, (i) the Non-Assignable Right shall be an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller Excluded Asset and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested have no Liability whatsoever with respect to any such Non-Assignable Right or any Liability with respect thereto (and any consent to transfer or assignment obtained thereafter shall have no effect) or (ii) Seller shall, at its sole cost and expense, obtain for Buyer substantially all of the omitted portions. practical benefit and burden of such Non-Assignable Right, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer under and Seller, (B) subject to the relevant Assumed Contractconsent and control of Buyer, Intellectual Property or Registrationenforcement, including enforcement at the cost and for the account of Buyer Buyer, of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwiseotherwise and (C) continuing to comply with, and perform, any contractual obligations associated with such Non-Assignable Right. If and to For the extent that such arrangement cannot be madeavoidance of doubt, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of nothing in this Section 2.7 2.6 shall not affect any determination as to whether any of the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained conditions set forth in Section 9.1 has not Article VI have been fulfilledsatisfied.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement Buyer and Seller Entities shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, any necessary third-party consents to the extent required, for transfer of the Acquired Assets and assignment of any the Assumed Contracts prior to which it is a party. Seller Closing; provided, however, that BH Media shall use its commercially reasonable efforts not be required to pay or incur any cost or expense to obtain any and all consents necessary for third party consent that BH Media is not otherwise required to pay or incur in accordance with the effective assignment to and assumption by Buyer terms of the applicable Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerContract. If any such third party consent shall required to transfer any material Acquired Asset or assign any material Assumed Contract is not be obtainedobtained before the Closing, Seller shall BH Media shall, for a period of six (6) months after the Closing and at Buyer’s expense, use commercially reasonable efforts to: (i) obtain such consent, (ii) cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted of the applicable Acquired Asset or Assumed Contract and filed separately with the Sec. Confidential treatment has been requested (iii) enforce any rights of BH Media under or with respect to the omitted portionsapplicable Acquired Asset or Assumed Contract against all other Persons. to In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of BH Media under the relevant such Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and Contract to the extent that such arrangement canobligation would have been an Assumed Liability but for the fact that such consent has not be madebeen so obtained, and Seller Entities shall provide to Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to the benefits of any such Assumed Contract. To the extent that an Acquired Asset or Assumed Contract is an insurance policy and (a) such policy is not transferable or consent is not obtained to transfer such policy to Buyer and (b) Buyer notifies the Seller Entities that Buyer is unable to procure an adequate successor policy, Intellectual Property or Registration. The provisions of this Section 2.7 Seller Entities shall not affect maintain such policy, or, if unable to maintain such policy, purchase and maintain a tail policy to such policy containing substantially similar terms and conditions, at Buyer’s expense, for the right benefit of Buyer not with respect to consummate claims arising on or before the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing Date.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To Nothing in this Agreement nor the extent that consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Assumed Purchased Asset, including any Contract, Intellectual Property Assumed Lease, Permit, certificate, approval, authorization or Registration other right, which by its terms or by Applicable Law is not assignable nonassignable without the consent of another party, this Agreement shall not constitute a Third Party or a Governmental Authority or is cancelable by a Third Party or a Governmental Authority in the event of an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller (“Nonassignable Assets”) unless and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All until such consents shall be given. Seller agrees to use all commercially reasonable efforts, with the cooperation of Buyer, where appropriate, to obtain such consents prior to Closing. To the extent permitted by Applicable Law, in writing and executed counterparts the event consents to the assignment thereof shall be delivered promptly to Buyer. If any such consent shall cannot be obtained, such Nonassignable Assets shall be held, as and from the Closing Date, by Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall cooperate with take at Seller’s expense such action in its name or otherwise as Buyer in any reasonable arrangement designed may reasonably request so as to provide for Buyer with the benefits intended of the Nonassignable Assets and to be assigned * Certain information on this page has been omitted effect collection of money or other consideration to become due and filed separately with payable under the Sec. Confidential treatment has been requested Nonassignable Assets, and Seller shall promptly pay over to Buyer all money or other consideration received by them with respect to all Nonassignable Assets. For clarity, the omitted portions. to Buyer under Permits are (i) the relevant Assumed ContractIndirect Air Carrier's license granted by the Transportation Security Administration, Intellectual Property or Registration(ii) Federal Highway Administration truckload broker's license MC 360210 B, including enforcement at and (iii) Standard Carrier Alpha Code “URLD.” After Closing, Seller will retain the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and Permits to the extent necessary to complete shipments which Seller is committed, immediately prior to Closing, to complete, but Seller will not otherwise use the Permits except as necessary to wind up its operations. Notwithstanding anything else in this Agreement, (i) Buyer acknowledges that such arrangement canneither Seller nor the Partners are making any representation or warranty that Seller has the right or power to transfer the Permits or that any attempt to transfer the Permits will not result in a violation or termination of the Permits, (ii) Buyer is not relying on Seller’s ability to convey any rights under the Permits, (iii) it is not a condition to Buyer’s obligation to close that Seller be able to convey any rights under the Permits, and (iv) it will not be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions a breach of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if Seller is unable to convey any rights under the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledPermits.

Third Party Consents. To After the extent that any Assumed Contractdate hereof and prior to the Closing, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use all commercially reasonable efforts to obtain the written consent of [****]*from any party to any Contract, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilitiesagreement or instrument, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant each Assumed Contract, Permit, Software license, Intellectual Property license or RegistrationLease which is required to permit the consummation of the transactions contemplated hereby. Buyer shall provide all reasonable assistance to Seller to obtain such consents, including enforcement at the cost by providing financial information about Buyer to Seller and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and parties to a Contract, to the extent that such arrangement canassistance does not conflict with or violate any confidentiality or non-disclosure restrictions applicable to Buyer. No Consent required for the assignment of the Acquired Assets set forth on Schedule 3.1(b), except as specifically set forth in Section 5.2(d), shall be made, Buyer shall have no a condition to Buyer's obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if Agreement. Except for any breach of the condition covenants set forth in Article 4, Seller shall have no liability to Buyer for the failure to obtain any such Consents. Notwithstanding anything to the contrary contained in this Agreement, Seller will not assign to Buyer at the Closing any Acquired Assets which require, prior to its assignment, the Consent of any third party unless such Consent has been obtained prior to or on the Closing Date. With respect to each such Acquired Asset not assigned at the Closing, Seller shall maintain its interest in such Acquired Asset and Buyer and Seller shall use all commercially reasonable efforts to obtain such Consents. Such Acquired Assets shall be promptly assigned and transferred to Buyer immediately upon receipt of such Consent. Notwithstanding the absence of any Consent to the assignment of an Acquired Asset, Seller shall maintain its interests in such Acquired Asset for the benefit of Buyer and, to the extent that Seller may provide Buyer with such benefits without violating the terms of any Contract affecting such Acquired Asset, Buyer shall be entitled to all benefits in and under such Acquired Asset from and after the Closing Date. To the extent the benefits (net of any related expenses, which shall be prorated in accordance with Section 2.6), under an Assumed Contract are provided to Buyer, Buyer shall perform at its sole expense the obligations hereunder contained in Section 9.1 has not been fulfilled.of Seller to be performed under the Assumed Contracts and shall indemnify Seller for all obligations arising under such Assumed Contracts for events occurring after June 29, 1998 (except for knowing or bad faith violations of the terms or conditions of such Assumed

Third Party Consents. To Unless otherwise agreed to by the Purchaser, to the extent that any Assumed Contract, Intellectual Property or Registration Contract is not assignable without the consent of another partyConsent, this Agreement shall not constitute an assignment or an attempted assignment thereof thereof, or an assumption or attempted assumption of Obligations and Liabilities arising thereunder, if such assignment assignments or attempted assignment would constitute a breach thereof or a default thereunderunless the necessary Consents are obtained. The Seller and Buyer the Shareholder shall each use commercially reasonable best efforts to obtain the consent of [****]*, to the extent required, Consents required for the assignment of any Assumed Contracts the Purchased Assets. The Purchaser will cooperate to which it is a party. Seller shall use its the extent commercially reasonable with the Seller and the Shareholder in their efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerConsents. If any such consent Consent shall not be obtained, Seller then either, at the Purchaser's option, (i) the Contract shall be an Excluded Asset and the Purchaser shall not assume any Obligations and Liabilities related thereto or arising thereunder, or (ii) the Seller, the Shareholder and the Purchaser shall cooperate with Buyer in any a reasonable arrangement designed to provide (a) providing for Buyer the Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with to the Sec. Confidential treatment has been requested Purchaser hereunder with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, any such other Contract (including enforcement at the cost and for the account of Buyer the Purchaser of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise), (b) to relieve the Seller of its obligations to the other contracting party under any such Contract. If and to the extent that such arrangement cannot be mademade on terms and conditions acceptable to the Seller, Buyer the Shareholder and the Purchaser, the Purchaser shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed ContractContract or any Obligation Liability with respect thereto, Intellectual Property or Registrationand the Closing Balance Sheet and the Closing Adjustments shall be adjusted accordingly, with any additional Purchase Price adjustment as a result thereof being paid to Purchaser pursuant to the terms of Section 2.2(c) hereof. The Without limiting the provisions of this Section 2.7 Section, the Seller and the Purchaser shall use commercially reasonable efforts to enter into, and shall cooperate with one another in good faith in entering into, appropriate and reasonable alternative arrangements pursuant to clause (ii) above, if elected by the Purchaser, on terms mutually agreeable, with respect to any Contract which is not, by its terms, assignable (in whole or in part) by the Seller or under which the Seller may not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to assign its obligations hereunder contained in Section 9.1 has not been fulfilledor delegate its duties.

Third Party Consents. Subject to Section 6.08(a) and Section 6.08(d), Seller, with Buyer’s reasonable cooperation, shall use reasonable best efforts to give all notices to, and obtain all consents from all third parties that are described on Section 4.04 of the Disclosure Schedules. To the extent that Seller’s or its Subsidiaries’ rights under any Assumed ContractContract constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained prior to the Closing, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. be unlawful, and Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*shall, to the extent requiredat Seller’s expense, for the assignment of any Assumed Contracts to which it is a party. Seller cooperate in good faith and shall use its commercially their respective reasonable best efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller or its Subsidiaries, as applicable, to the maximum extent permitted by Law and the Purchased Asset, shall cooperate act after the Closing at Seller’s sole cost and expense, as Buyer’s agent in order to obtain for Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on Buyer. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 2.10 to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be madecontrary, Buyer shall not be deemed to have no obligation pursuant waived its rights under Section 7.02(b) hereof unless and until Buyer either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if at the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractContract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible; provided, however, that any amounts required to be paid to any third-party in order to obtain a consent from such third-party, and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contractsthat are commercially reasonable in Buyer’s judgment, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be borne and paid fifty percent (50%) by Seller from the Escrow Amount and fifty percent (50%) by Buyer, in writing and executed counterparts thereof shall be delivered promptly to Buyereach case when due. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, then at Buyer’s election in Buyer’s sole and absolute discretion, (a) Seller shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder, (b) Buyer shall perform any services required to be performed as Seller’s agent and (c) the parties hereto shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Buyer, all to the omitted portions. to Buyer under maximum extent permitted by law and the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwisePurchased Asset. If Buyer does not make such election, Seller shall have the right to assign any such Contract to a third-party selected by Seller. Notwithstanding any provision in this Section 2.10 to the contrary, Buyer shall not be deemed to have waived its rights under Section 7.02(d) hereof, if and to the extent that such arrangement cannot be madeapplicable, unless and until Buyer shall have no obligation pursuant either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledat Closing.

Third Party Consents. To Subject to Section 8.06, as and from the extent that any Assumed Contractdate of this Agreement, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Holdco and Seller will cooperate and Buyer shall each use their respective commercially reasonable efforts to obtain as promptly as practicable all consents, approvals and waivers required by third Persons to transfer, assign or novate any Acquired Asset (including the consent of [****]*Assumed Real Estate Leases, Assumed Capital Leases, Assumed Operating Leases, Assumed Contracts, CMB Intellectual Property, Technology and Know-How), to Holdco in a manner that will avoid any default, conflict, or termination of rights under the extent requiredAssumed Real Estate Leases, Assumed Capital Leases, Assumed Operating Leases, Assumed Contracts, CMB Intellectual Property and Technology and Know-How or any violation of any Legal Requirement. Seller shall also take such action reasonably requested by Holdco in connection with Holdco's application to become an "Approved Company" for purposes of succeeding to the rights of Seller under the Service and Technology Agreement dated August 31, 2000 among Seller, the Kentucky Economic Finance Authority and Faulkner Hinton/Ormsby I, LLC, and the assignment of any Assumed Contracts to which it is a partysuch agreement xx Xxxxxx. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedXxxxexx xx Section 8.12 below, Seller shall cooperate pay all reasonable out-of-pocket costs and expenses incurred by any third Person in connection with Buyer in obtaining any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested required consent, approval or waiver from any third Person with respect to the omitted portions. to Buyer under the relevant Assumed Contracttransfer, Intellectual Property assignment or Registrationnovation of Acquired Assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If if and to the extent that a third Person seeks reimbursement for such arrangement cannot be madecosts. Notwithstanding anything to the contrary in this Agreement, Buyer nothing in this Section 8.04 shall have no obligation pursuant require Seller or Holdco to Section 2.3 expend any material sum, make a material financial commitment or otherwise with respect grant or agree to any material concession to any third Person to obtain any such Assumed Contractconsent, Intellectual Property approval or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledwaiver.

Third Party Consents. (a) Seller shall use its reasonable best efforts to obtain each consent needed to assign to Purchaser at the Closing each Transferred ATM Management Agreement, each Transferred Vendor Contract and each Dealer Agreement. To the extent that any Assumed Contract, Intellectual Property or Registration is such consents have not assignable without been obtained as of the consent of another partyClosing, this Agreement shall and any document delivered pursuant hereto will not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a material breach thereof of such Transferred ATM Management Agreement, Transferred Vendor Contract or Dealer Agreement or would give rise to a default thereundervalid right of termination thereof. Seller If any such third-party consent will not be obtained on or prior to the Closing Date, then the parties will cooperate in entering into any reasonably practicable alternative arrangements at the Closing Date as Purchaser may reasonably request pursuant to which Purchaser would obtain all of the benefits and Buyer assume all of the obligations under such Transferred ATM Management Agreement, Transferred Vendor Contract or Dealer Agreement, as applicable, and if such alternative arrangements shall, by their terms, provide Purchaser with substantially all of the benefits of the applicable Transferred ATM Management Agreement, Transferred Vendor Contract or Dealer Agreement, such Transferred ATM Management Agreement, Transferred Vendor Contract or Dealer Agreement, as the case may be, shall each use commercially reasonable efforts be deemed for all purposes of this Agreement to obtain the be a Contract as to which consent of [****]*, to the extent required, applicable counterparty has been obtained for the assignment of any Assumed Contracts such Contract to which it is Purchaser; provided, however, that nothing contained in this Section 5.4 shall obligate Seller to maintain its operations, refrain from liquidation or winding down or otherwise preserve its status as a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contractslegal entity; provided, the Intellectual Propertyfurther, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All that no such consents deemed consent shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedeffective, or relieve Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on of its obligations under this page has been omitted and filed separately with the Sec. Confidential treatment has been requested Agreement, with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledKey ATM Management Agreements.