SELLERS AS ASSUMED LIABILITIES, IN ANY WRITTEN NOTICE OR NOTICES DELIVERED TO
SELLERS; PROVIDED; HOWEVER, THAT NOTHING IN THIS SECTION 2.6(C) SHALL MODIFY THE
CONSENT RIGHTS OF
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THE REQUIRED CONSENTING LENDERS AS PROVIDED IN SECTION 2.6(B) WITH RESPECT TO
ANY LIABILITY THAT CAN ONLY BE ASSUMED IF ASSETS AND PROPERTIES OF ANY SELLER
MUST BE ACQUIRED TO ASSUME SUCH LIABILITY.
(D)
NOTWITHSTANDING ANY ALLOCATION SET FORTH IN EXHIBITS A-1 AND B-1
HERETO BETWEEN NEW PROPCO (OR ITS SUBSIDIARIES) AND NEW OPCO (OR ITS
SUBSIDIARIES) IN RESPECT OF (I) INFORMATION RELATING TO CUSTOMER PLAY, PURCHASES
AND ACTIVITIES AT ANY PROPERTIES OF SELLERS OR PROPCO, (II) ALL COMPANY-WIDE
BUSINESS INFORMATION (WHETHER IN PRINT, DIGITAL COMPUTERIZED OR ELECTRONIC FORM)
THAT IS NOT CONFIDENTIAL AS BETWEEN ONE OR MORE OF THE INCLUDED PROPERTIES AND
THE PROPCO PROPERTIES, OR (III) CURRENT OR NEW LICENSES FOR SOFTWARE OR OTHER
INTELLECTUAL PROPERTY THAT ARE (X) OWNED BY THIRD PARTIES (E.G., PARTIES OTHER
THAN SELLERS, THE PROPCO ENTITIES OR THEIR AFFILIATES) AND (Y) USED BY BOTH
SELLERS AND BY THE EXCLUDED OPCO ENTITIES OR THE PROPCO ENTITIES IN THE
OPERATION OF THE PROPCO PROPERTIES, PURCHASER MAY, IN ITS DISCRETION, ELECT TO
TRANSFER ALL SUCH INFORMATION OR LICENSES TO IP HOLDCO; PROVIDED, THAT
(X) CUSTOMER DATABASE INFORMATION DESCRIBED IN CLAUSE (I) AND THE COMPANY-WIDE
BUSINESS INFORMATION IN CLAUSE (II), SHALL ONLY BE TRANSFERRED IN ITS ENTIRETY
AS TO BOTH NEW PROPCO AND NEW OPCO AND (Y) PURCHASER SHALL MAKE ANY SUCH
ELECTIONS UNDER CLAUSE (I), (II) OR (III) IN A MANNER THAT APPLIES EQUALLY TO
NEW PROPCO AND NEW OPCO AND DOES NOT DISCRIMINATE UNFAIRLY AS BETWEEN THEM),
SUBJECT TO THE DELIVERY OF THE LICENSES CONTEMPLATED BY SECTION 4.2(C).
(E)
PURCHASER SHALL PROVIDE PROMPT WRITTEN NOTICE TO THE OPCO AGENT OF
ANY DESIGNATIONS MADE BY PURCHASER PURSUANT TO SECTION 2.6(B) OR (C) WITH
RESPECT TO EXHIBIT A PURCHASED ASSETS, EXHIBIT C PURCHASED ASSETS, EXHIBIT A
ASSUMED LIABILITIES AND EXHIBIT C ASSUMED LIABILITIES.
2.7
Unassignable Assets and Properties; Further Conveyances and
Assumptions.
(A)
IN THE EVENT THAT THE CLOSING PROCEEDS WITHOUT THE SALE, TRANSFER,
ASSIGNMENT, CONVEYANCE OR DELIVERY OF ANY CONTRACT OR PERMIT THAT WOULD
OTHERWISE BE A PURCHASED ASSET OF ANY NON-DEBTOR SELLER THAT IS NOT CAPABLE OF
BEING SOLD, TRANSFERRED, ASSIGNED, CONVEYED OR DELIVERED IN THE ABSENCE OF THE
CONSENT, APPROVAL, WAIVER, AGREEMENT OR ACTION OF ANY OTHER PERSON OR
GOVERNMENTAL BODY WITHOUT CONFLICTING WITH, VIOLATING, CONSTITUTING A DEFAULT
UNDER OR BREACHING SUCH CONTRACT OR PERMIT SUCH CONTRACT OR GOVERNMENTAL PERMIT,
THEN FOLLOWING THE CLOSING, THE SELLERS SHALL USE THEIR REASONABLE BEST EFFORTS
TO OBTAIN PROMPTLY SUCH CONSENTS, APPROVALS, WAIVERS, AGREEMENTS, OR ACTIONS;
PROVIDED, HOWEVER, THAT NEITHER SELLER NOR PURCHASER NOR ANY OF THEIR AFFILIATES
SHALL BE REQUIRED TO EXPEND MONEY, COMMENCE OR PARTICIPATE IN ANY LITIGATION,
OFFER OR GRANT ANY ACCOMMODATION OR UNDERTAKE ANY OBLIGATION OR LIABILITY, IN
EACH CASE FINANCIAL OR OTHERWISE TO ANY THIRD PARTY OR GOVERNMENTAL BODY.
PENDING SUCH CONSENT, APPROVAL, WAIVER, AGREEMENT OR ACTION, THE PARTIES SHALL
REASONABLY COOPERATE WITH EACH