Contributor in connection with the transactions pursuant to the terms of this Agreement and the other Transaction Documents.
2.6 Assignability and Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign, sublicense or sublease any Institutional Asset if an attempted assignment, sublicense or sublease thereof, without the consent of another party thereto or any Governmental Entity or Educational Agency, would constitute a breach of any such Institutional Asset or in any way violate any applicable Law, or in any way affect the rights of NewU thereunder. Contributor shall use commercially reasonable efforts, and the Purdue Parties shall cooperate in all reasonable respects with Contributor, to obtain all Consents and waivers necessary to convey the Institutional Assets (including the Transferred Contracts and Transferred Leases) to NewU at the earliest practicable date. If such Consents or waivers are not obtained, or if an attempted assignment, sublicense or sublease would be ineffective, then except in the case of Consents or waivers required by any Governmental Entity or Educational Agency: (i) Contributor shall use its commercially reasonable efforts to provide NewU the benefit (and NewU will bear the burden) of any such Institutional Asset and to enforce, at the request of NewU and for the account of NewU, any rights of Contributor arising from any such Institutional Asset, and (ii) shall cooperate in any commercially reasonable and lawful arrangement designed to provide such benefits to NewU. Contributor shall use commercially reasonable efforts, and the Purdue Parties shall cooperate in all reasonable respects with Contributor, to obtain from each landlord under a Transferred Lease: (y) an acknowledgment of NewU’s right to any related Security Deposit, and (z) an estoppel certificate executed by the applicable landlord and, with respect to any Transferred Lease that is also subject to a sublease to a third-party tenant, an estoppel certificate executed by such tenant, in each case in form and substance reasonably acceptable to the Purdue Parties.
2.7 Misallocated Transfers. In the event that, at any time or from time to time after the Closing, any Party hereto (or any of its Affiliates) shall receive or otherwise possess any asset or be liable for any Liability that is allocated to any other Person pursuant to this Agreement or any other Transaction Document, such Party shall promptly transfer or assign, or cause to be transferred or assigned, such asset or Liability to the Person so entitled thereto, and the relevant Party will cause such entitled Person to accept such asset or assume such Liability. Prior to any such transfer, the Person receiving or possessing such asset shall hold such asset in trust for any such other Person.
3.1 Consideration. In consideration of the transfer of the Institutional Assets, at the Closing, NewU shall pay ICA $1.00 in cash and the Purdue Parties shall execute and deliver to Contributor the Transition and Operations Support Agreement (including all agreements attached thereto) and all other Transaction Documents to which each is a party. The Parties acknowledge and agree that Contributor’s agreement to contribute the Institutional Assets without payment at the Closing of a sum reflecting the market value of the Institutional Assets, including the related good will, is being made in reliance upon the undertaking of the Purdue Parties to fulfill their obligations under the Transition and Operations Support Agreement, which agreement constitutes a portion of the consideration being provided to Contributor for its contribution of the Institutional Assets as well as its performance of various operational functions in support of ED Institution, all of which are consistent with the assumptions and expectations of the Parties in entering into this Agreement.
3.2 Closing. The Closing shall take place at Purdue University, West Lafayette, Indiana at 9:00 a.m. Eastern Time on the date that is the first Business Day following the satisfaction or waiver of the conditions set forth in Article 8 (Conditions to Obligation to Close) (other than those conditions that by their nature are to be satisfied or, to the extent permitted by Law, can be waived at the Closing, but subject to the satisfaction in full or waiver of those conditions at or prior to the Closing) or at such other place or time or on such other date as may be mutually agreed upon in writing by Contributor and NewU. The date on which the Closing occurs is referred to as the “Closing Date.” In no event shall the Closing be deemed a waiver, termination or expiration of any Party’s rights or obligations under this Agreement, unless otherwise expressly set forth in this Agreement.