A BREACH THEREOF, WOULD BE INEFFECTIVE
WITH RESPECT TO ANY PARTY OR PARTIES TO SUCH ASSUMED CONTRACT OR AFFECT THE
RIGHTS OF THE APPLICABLE SELLER ENTITY THEREUNDER.
(B)
IN THE EVENT THAT THE TRANSFER OF ONE OR MORE ASSUMED CONTRACTS AS
DESCRIBED IN THIS SECTION 5.18 CANNOT BE MADE, OR IF SUCH ATTEMPTED NOVATION OR
ASSIGNMENT WOULD GIVE RISE TO ANY RIGHT OF TERMINATION, OR WOULD OTHERWISE
ADVERSELY AFFECT THE RIGHTS OF THE APPLICABLE SELLER ENTITY OR PURCHASER UNDER
SUCH ASSUMED CONTRACT, OR WOULD NOT NOVATE OR ASSIGN ALL OF THE APPLICABLE
SELLER ENTITY'S RIGHTS THEREUNDER AT THE CLOSING, FROM AND AFTER THE CLOSING,
SELLER AND PURCHASER SHALL CONTINUE TO COOPERATE AND USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN ALL CONSENTS AND APPROVALS REQUIRED TO PROVIDE PURCHASER WITH
ALL SUCH RIGHTS.
TO THE EXTENT THAT ANY SUCH CONSENTS AND WAIVERS ARE NOT
OBTAINED, OR UNTIL THE IMPEDIMENTS TO SUCH NOVATION OR ASSIGNMENT ARE RESOLVED,
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND THE TERMS OF SUCH ASSUMED
CONTRACT, SELLER SHALL AND SHALL CAUSE THE SELLER ENTITIES TO USE COMMERCIALLY
REASONABLE EFFORTS (BUT WITHOUT ANY OBLIGATION TO EXPEND MONEY, COMMENCE ANY
LITIGATION OR OFFER OR GRANT ANY ACCOMMODATION (FINANCIAL OR OTHERWISE)) TO
(I) PROVIDE TO PURCHASER, AT THE REQUEST OF PURCHASER, THE BENEFITS OF ANY SUCH
ASSUMED CONTRACT TO THE EXTENT RELATED TO THE BUSINESS, INCLUDING ENTERING INTO
A SUBCONTRACT WITH PURCHASER FOR THE PERFORMANCE OF SUCH ASSUMED CONTRACT UNTIL
SUCH ASSUMED CONTRACT IS TRANSFERRED IN ACCORDANCE WITH SECTION 5.18(A);
(II) COOPERATE IN ANY LAWFUL ARRANGEMENT DESIGNED TO PROVIDE SUCH BENEFITS TO
PURCHASER AND TAKE ALL NECESSARY STEPS AND ACTIONS TO PROVIDE PURCHASER WITH THE
BENEFITS OF SUCH ASSUMED CONTRACT AND TO RELIEVE THE APPLICABLE SELLER ENTITY OF
THE PERFORMANCE AND OTHER OBLIGATIONS THEREUNDER; AND (III) ENFORCE, AT THE
REQUEST OF AND FOR THE ACCOUNT OF PURCHASER, ANY RIGHTS OF ANY SELLER ENTITY
ARISING FROM ANY SUCH ASSUMED CONTRACT AGAINST ANY THIRD PARTY (INCLUDING ANY
GOVERNMENTAL AUTHORITY) INCLUDING THE RIGHT TO ELECT TO TERMINATE IN ACCORDANCE
WITH THE TERMS THEREOF UPON THE ADVICE OF PURCHASER.
TO THE EXTENT THAT
PURCHASER IS PROVIDED THE BENEFITS OF ANY ASSUMED CONTRACT REFERRED TO IN THIS
SECTION 5.18 (WHETHER FROM SELLER OR OTHERWISE), PURCHASER SHALL PERFORM ON
BEHALF OF THE APPLICABLE SELLER ENTITY AND FOR THE BENEFIT OF ANY THIRD PARTY
(INCLUDING ANY GOVERNMENTAL AUTHORITY) THE OBLIGATIONS OF THE APPLICABLE SELLER
ENTITY THEREUNDER.
PURCHASER AGREES TO PAY, PERFORM AND DISCHARGE, AND DEFEND
AND INDEMNIFY SELLER AND ITS AFFILIATES AGAINST AND HOLD SELLER AND ITS
AFFILIATES HARMLESS FROM, ALL LIABILITIES OF SELLER AND ITS AFFILIATES RELATING
TO SUCH PERFORMANCE OR FAILURE TO PERFORM, AND IN THE EVENT OF A FAILURE OF SUCH
INDEMNITY, SELLER AND ITS AFFILIATES SHALL CEASE TO BE OBLIGATED UNDER THIS
AGREEMENT WITH RESPECT TO THE ASSUMED CONTRACT THAT IS THE SUBJECT OF SUCH
FAILURE.
THIS SECTION 5.18 SHALL ALSO APPLY TO ANY REAL PROPERTY LEASE,
EQUIPMENT LEASE, INTELLECTUAL PROPERTY LICENSE, PERMIT OR RIGHT AS IF SUCH
CONTRACT, PERMIT OR RIGHT WAS AN ASSUMED