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Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained in this Agreement), Sellers shall be deemed to have obtained all required consents in respect of the assignment of any Assumed Contract (and any Excluded Contract ultimately becoming an Assumed Contract) if, and to the extent that, pursuant to the Sale Order or other Order of the Bankruptcy Court, Sellers are authorized to assume and assign to Purchaser, and Purchaser is authorized to accept, such Assumed Contracts pursuant to section 365 of the Bankruptcy Code, and any applicable Cure Amount has been satisfied by Purchaser or Sellers as provided in this Agreement. If the consent required to effectuate the assignment of any Assumed Contracts to Purchaser cannot be obtained pursuant to the Sale Order or other Order of the Bankruptcy Court, then the Parties shall endeavor to obtain such consent pursuant to [Sections 6.2 and 6.10]0].

Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained in this Agreement),

Sellers shall be deemed to have obtainedtake all actions required consents in respect of the assignment of any Assumed Contract (and any Excluded Contract ultimately becoming an Assumed Contract) if, and to the extent that, pursuant to the Sale Order or other Order of the Bankruptcy Court, Sellers are authorized to assume and assign the Assumed Contracts to Purchaser, including timely providing all necessary notices as contemplated by this Agreement and by the Bidding Procedures Order, paying all Cure Amounts incurred in connection with the assignment and assumption of the Assumed Contracts to Purchaser is authorizedsubject to accept,the terms of this Agreement, and using commercially reasonable efforts to facilitate any negotiations with the counterparties to such Assumed Contracts pursuantand to obtain an Order containing a finding that the proposed assumption and assignment of the Assumed Contracts to Purchaser satisfies all applicable requirements of section 365 of the Bankruptcy Code,Code; provided, that, with respect to any Assumed Contract ultimately assumed by Sellers and assigned to Purchaser in accordance with this Agreement, Purchaser shall pay such Cure Amounts. Sellers shall have no obligation to Purchaser to provide adequate assurances of future performance under any applicable Cure Amount has been satisfied by Purchaser or Sellers as providedAssumed Contract in this Agreement. If the consent required to effectuateconnection with the assignment of any Assumed Contracts to Purchaser cannot be obtained pursuant to the Sale Order or other Order of the Bankruptcy Court, then the Parties shall endeavor to obtain such consent pursuant to [Sections 6.2 and 6.10]0].assumption thereof by Seller.

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