Common use of Assignment of Certain Purchased Assets Clause in Contracts

Assignment of Certain Purchased Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to convey, assign, transfer or deliver to the applicable Buyer any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted conveyance, assignment, transfer or delivery thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect the rights of the applicable Buyer (as assignee or transferee of the Company, or otherwise) thereto or thereunder. The Company will use its reasonable best efforts to obtain any consent necessary for the conveyance, assignment, transfer or delivery of any such Purchased Asset, claim, right or benefit to the applicable Buyer. If, on the Closing Date, any such consent is not obtained, or if an attempted conveyance, assignment, transfer or delivery thereof or performance thereof by the applicable Buyer would be ineffective or a violation of Law or would adversely affect the rights of the applicable Buyer thereto or thereunder so that the applicable Buyer would not in fact receive all such rights, the Company and the applicable Buyer will cooperate in a mutually acceptable arrangement under which the applicable Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the applicable Buyer, or under which the Company would enforce for the benefit (and at the expense) of the applicable Buyer its rights against a third party (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to the applicable Buyer when received all monies received by them under any such Purchased Asset, claim, right or benefit. Notwithstanding the foregoing, any such Purchased Asset shall be conveyed, assigned, transferred and delivered to the applicable Buyer upon receipt of the requisite consent unless such attempted contribution, conveyance, assignment, transfer or delivery thereof would be ineffective or a violation of Law or would adversely affect the rights of the applicable Buyer.

Assignment of Certain Purchased Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to convey, assign, transfer or deliver to the applicable Buyer any Purchased Asset Contract or Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted conveyance, assignment, transfer or delivery thereof, or an agreement to do any of the foregoing, without the consent Consent of a third party (including any Governmental Entity), would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect the rights of the applicable Buyer (as assignee or transferee of the CompanySeller, or otherwise) thereto or thereunder. The Company Subject to the last sentence of Section 5.3(a)(iv) and except as set forth on Section 5.10 of the Seller Disclosure Schedule, Seller will use its commercially reasonable best efforts to obtain any consent Consent necessary for the conveyance, assignment, transfer or delivery of any such Purchased AssetContract or Permit, claim, right or benefit to the applicable Buyer. If, on the Closing Date, any such consent is not obtained, or if an attempted conveyance, assignment, transfer or delivery thereof or performance thereof by the applicable Buyer would be ineffective or a violation of Law or would adversely affect the rights of the applicable Buyer thereto or thereunder so that the applicable Buyer would not in fact receive all such rights, the Company Seller and the applicable Buyer will cooperate in a mutually acceptable arrangement under which the applicable Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Purchased AssetContract or Permit, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the applicable Buyer, or under which the Company Seller would enforce for the benefit (and at the expense) of the applicable Buyer any and all of its rights against a third party (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitbenefit (collectively, “Third Party Rights”), and the Company Seller would promptly pay to the applicable Buyer when received all monies received by them under any such Purchased AssetContract or Permit, claim, right or benefit. Notwithstanding the foregoing, any such Purchased Asset Contract or Permit shall be conveyed, assigned, transferred and delivered to the applicable Buyer upon receipt of the requisite consent unless such attempted contribution, conveyance, assignment, transfer or delivery thereof would be ineffective or a violation of Law or would adversely affect the rights of the applicable Buyer.

Assignment of Certain Purchased Assets. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or otherwise sell, convey, assignsublicense, sublease or transfer or deliver to, or to have assumed by, Buyer, any Assigned Contract (including those of the applicable Buyer any Purchased Asset Principal Customers or that also constitute Material Contracts), Permit or any claim of the other Purchased Assets, or any claim, right or any benefit arising thereunder or resulting therefrom therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, assignmentsublicense, sublease, transfer or delivery delivery, or assumption thereof, or an entering into any such agreement to do any of the foregoingor arrangement, without the consent of a third party (including any Governmental EntityAuthority) (any such consent, a “Transfer Consent”), would constitute a breach or other contravention thereof or a violation of Law Applicable Law, be ineffective with respect to any party thereto, or would in any way materially and adversely affect the rights of the applicable a Seller or of Buyer (as assignee or transferee of the Company, or otherwise) thereto or thereunderthereunder (such Purchased Assets, “Non-Assignable Assets”). The Company will use With respect to any such Non-Assignable Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, Parent shall, and shall cause its Affiliates to (at its sole expense, including reasonable best efforts payment by Parent or any Affiliate of Parent to any third party), and Buyer shall reasonably cooperate with Parent and/or its Affiliates upon written request from Parent, to obtain any consent necessary for and all Transfer Consents in respect thereof, or written confirmation from the conveyancerelevant third party (including any Governmental Authority) in form and substance reasonably satisfactory to Buyer and Parent confirming that such Transfer Consent is not required in connection with the Contemplated Transactions. If a Transfer Consent is not obtained prior to the Closing Date with respect to any such Non-Assignable Asset, assignmentParent and/or its applicable Affiliates and Buyer shall cooperate to enter into, transfer as of the Closing Date, (a) a mutually agreeable arrangement under which: (i) Buyer would obtain, through a subcontracting, sublicensing or delivery subleasing arrangement or otherwise, and subject to Applicable Law and the terms of any Contract relating to any such Purchased Asset, claimthe claims, right rights and benefits (including contractual rights and claims) of the Parent or benefit to the applicable Buyer. Ifany of its Affiliates associated with such Purchased Asset in accordance with this Agreement, on the Closing Date, any such consent is not obtained, or if an attempted conveyance, assignment, transfer or delivery thereof or performance thereof by the applicable (ii) Buyer would be ineffective or a violation of Law or would adversely affect the rights of the applicable Buyer thereto or thereunder so that the applicable Buyer would not in fact receive all such rights, the Company assume and the applicable Buyer will cooperate in a mutually acceptable arrangement under which the applicable Buyer would, in compliance with Law, obtain the benefits and assume agree to discharge the obligations and bear the economic burdens burdens, including, to the extent that the Intended Treatment (as defined below) applies, Taxes and Tax liabilities, associated with such Purchased AssetAsset and indemnify Parent and/or its Affiliates in connection with Buyer’s obligations under this clause (ii), claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to and (iii) the applicable Seller would enforce, at Buyer’s written request and for the sole benefit of Buyer, or under which the Company would enforce for the benefit (any and at the expense) all claims, rights and benefits of the applicable Buyer its rights such Seller against a any third party (including any a Governmental EntityAuthority) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to the applicable Buyer when received all monies received by them under thereto arising from any such Purchased Asset. To the extent permitted pursuant to Applicable Law, claim, right or benefit. Notwithstanding the foregoing, Parties shall treat Buyer as the owner for applicable Tax purposes of any such Purchased Asset shall be conveyedsubject to such an arrangement as described in this Section 2.06(a) (such treatment, assignedthe “Intended Treatment”). If it is not possible to establish such an arrangement (including as a result of any failure to obtain a Transfer Consent), transferred and delivered to the applicable Buyer upon receipt Purchased Assets and any related Liabilities will no longer be deemed Purchased Assets and/or Assumed Liabilities and shall instead be deemed Excluded Assets and/or Excluded Liabilities for all purposes of the requisite consent unless such attempted contribution, conveyance, assignment, transfer or delivery thereof would be ineffective or a violation of Law or would adversely affect the rights of the applicable Buyerthis Agreement.

Assignment of Certain Purchased Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to convey, assign, assign or transfer or deliver to the applicable Buyer any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted conveyance, assignment, assignment or transfer or delivery thereof, or an agreement to do any of the foregoing, without the consent consent, approval or authorization of a third party (including any Governmental Entity)party, would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect the rights of the applicable Buyer (as assignee Seller, the Asset Sellers or transferee of the Company, or otherwise) Purchaser thereto or thereunder. The Company will Seller shall use its reasonable best efforts efforts, and the Purchaser shall reasonably cooperate with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, delivery or sublease required by this Agreement or the Ancillary Agreements and to obtain any consent other consents and waivers necessary to convey to the Purchaser all of the Purchased Assets and for the conveyancePurchaser to assume all of the Assumed Liabilities hereunder; provided, assignmenthowever, transfer or delivery that the Purchaser shall have no obligation to pay any additional consideration to the Seller of any nature in connection with such Purchased Assetconsents or waivers. If any such consent, claim, right approval or benefit authorization is not obtained prior to the applicable Buyer. If, on the Closing Date, any such consent is not obtained, or if an attempted conveyance, assignment, transfer or delivery assignment thereof or performance thereof by the applicable Buyer would be ineffective or a violation of Law or would adversely affect the rights of the Seller or the applicable Buyer Asset Seller, as the case may be, thereto or thereunder so that the applicable Buyer Purchaser would not in fact receive all such rightsrights following the Closing, the Company Seller and the applicable Buyer will Purchaser shall, other than with respect to consents, approvals and authorizations subject to Section 5.05, cooperate in a mutually acceptable agreeable arrangement under which the applicable Buyer would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Purchased Asset, claim, right or benefit Asset in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the applicable Buyer, or under which the Company Seller or the applicable Asset Seller, as the case may be, would enforce for the benefit (and of the Purchaser, at the Purchaser’s cost and expense) , any and all of the applicable Buyer its rights against a third party (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company Seller or the applicable Asset Seller, as the case may be, would promptly pay to the applicable Buyer when received Purchaser all monies received by them under it in respect of any such Purchased Asset, claim, right or benefit. Notwithstanding the foregoing, any such Purchased Asset shall be conveyed, assigned, transferred and delivered to the applicable Buyer upon receipt of the requisite consent unless such attempted contribution, conveyance, assignment, transfer or delivery thereof would be ineffective or a violation of Law or would adversely affect the rights of the applicable Buyer.