Prior to the Closing, the Seller shall obtain the Consents, waivers and approvals, and timely provide notices, under the Contracts, Leases, Permits, real estate leases and other arrangements set forth on Schedule 5.2(e) , so as to preserve all rights of, and benefits to, the Buyer thereunder from and after the Closing. To the extent that the rights of the Seller under any Contract or other Purchased Asset to be assigned to Buyer hereunder may not be assigned without the Consent of another Person which has not been obtained as of the Closing, this Agreement will not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, will obtain any such required Consent(s) within sixty (60) days of Closing. If any such Consent has not been obtained as of the Closing or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Contract or Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by Law and the Contract or Purchased Asset, will act after the Closing as the Buyer’s agent for the limited purpose of obtaining for it the benefits thereunder and will cooperate, to the maximum extent permitted by Law and the Contract or Purchased Asset, with Buyer in any other reasonable arrangement satisfactory to all parties designed to provide such benefits to the Buyer, and the Buyer will be responsible for the costs and expenses of obtaining such benefits. Notwithstanding the foregoing, any failure to obtain any required Consent, whether or not disclosed by the Seller to the Buyer in the Schedules or otherwise, will not relieve the Seller of its obligation to obtain all such Consents as set forth herein.