Common use of Assignment of Certain Transferred Assets Clause in Contracts

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, 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 Acquiror (as assignee of the Company) thereto or thereunder. Subject to Section 5.5, the Company will use its commercially reasonable efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset, claim, right or benefit to the Acquiror (other than in respect of any Assumed Contracts pursuant to which the Company is obligated to pay, or has the right to receive, less than $250,000 in any twelve (12)-month period). If, on the Closing Date, any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law or would adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunder so that the Acquiror would not in fact receive all such rights, the Company and the Acquiror will, subject to Section 5.5, cooperate in a mutually agreeable arrangement under which the Acquiror would, subject to applicable Law, obtain the economic benefits and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Acquiror, or under which the Company would enforce for the benefit (and at the expense) of the Acquiror any and all of its rights against a third party (including any Governmental Entity) associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Company would promptly pay to the Acquiror when received all monies received by it under any such Transferred Asset, claim, right or benefit net of any Tax cost incurred by the Company or its Affiliates.

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset (except to the extent provided in Section 2.4 with respect to Dividable Contract) or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, 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 Acquiror (as assignee of the Company) thereto or thereunder. Subject to Section 5.5, the Company will use its commercially reasonable efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset, claim, right or benefit to the Acquiror Acquiror. For the purposes of this Section 2.3, the term “commercially reasonable efforts” shall not be deemed to require any Person to pay or commit to pay any amount to (other than or incur any obligation in respect of favor of) any Assumed Contracts pursuant to which the Company is obligated to pay, Person from whom any consent or has the right to receive, less than $250,000 in any twelve (12)-month period)waiver may be required. If, on the Closing Date, any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law or would adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunder so that the Acquiror would not in fact receive all such rights, the Company and the Acquiror will, subject to Section 5.5, cooperate in a mutually agreeable arrangement (to the extent contractually permitted) under which the Acquiror would, subject to applicable in compliance with Law, obtain the economic benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Acquiror, or under which the Company would enforce for the benefit (and at the expense) of the Acquiror any and all of its rights against a third party (including any Governmental Entity) associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Company would promptly pay to the Acquiror when received all monies received by it under any such Transferred Asset, claim, right or benefit net of benefit. Nothing stated in this Section 2.3 shall modify in any Tax cost incurred by respect the Company or its Affiliatesconditions set forth in Article VIII.

Assignment of Certain Transferred Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign convey, assign, transfer or transfer deliver to the Acquiror any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment conveyance, assignment, transfer or transfer delivery thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental EntityAuthority), would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect the rights of the Acquiror (as assignee or transferee of the CompanySellers, or otherwise) thereto or thereunder. Subject to the last sentence of Section 5.55.05(d) and except as set forth on Section 2.03 of the Disclosure Letter, the Company Sellers will use its their commercially reasonable efforts to obtain any consent necessary necessary, and to take such other actions (including delivery of any notice or opinion of counsel) that may be required, for the conveyance, assignment, transfer or assignment delivery of any such Transferred Asset, claim, right or benefit to the Acquiror (other than in respect of any Assumed Contracts pursuant to which the Company is obligated to pay, or has the right to receive, less than $250,000 in any twelve (12)-month period)Acquiror. If, on the Closing Date, any such consent is not obtained, or if an attempted conveyance, assignment, transfer or assignment delivery thereof or performance thereof by the Acquiror would be ineffective or a violation of Law or would adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunder so that the Acquiror would not in fact receive all such rights, the Company Sellers and the Acquiror will, subject to Section 5.55.05(d), cooperate in a mutually agreeable acceptable arrangement under which the Acquiror would, subject to applicable in compliance with Law, obtain the economic benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Acquiror, or under which the Company Asset Sellers would enforce for the benefit (and at the expense) of the Acquiror any and all of its their rights against a third party (including any Governmental EntityAuthority) associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Company Asset Sellers would promptly pay to the Acquiror when received all monies received by it them under any such Transferred Asset, claim, right or benefit net benefit. (b) Notwithstanding the foregoing, any such Transferred Asset shall be conveyed, assigned, transferred and delivered to the Acquiror upon receipt of any Tax cost incurred by the Company requisite consent unless such attempted contribution, conveyance, assignment, transfer or its Affiliatesdelivery thereof would be ineffective or a violation of Law or would adversely affect the rights of the Acquiror.

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent Consent of a third party any Person (including any Governmental EntityGovernment Authority), would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect Order, and is not otherwise permitted by the rights Bankruptcy Code or Order of the Acquiror Bankruptcy Court, as applicable (as assignee of the Company) thereto or thereunder. Subject to Section 5.5, the Company will use its commercially reasonable efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset, claim, right or benefit to the Acquiror (other than in respect of any Assumed Contracts pursuant to which the Company is obligated to pay, or has the right to receive, less than $250,000 in any twelve (12)-month perioda “Restricted Transfer”). If, on the Closing Date, any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective a Restricted Transfer or a violation of Law or otherwise would adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunder so that the Acquiror would not in fact receive all such rightsbe ineffective, the Company Sellers and the Acquiror Buyer will, subject to Section 5.56.04 and Section 6.06, cooperate in a mutually agreeable arrangement under which the Acquiror (a) Buyer would, subject to applicable Lawin compliance with Law or an Order of the Bankruptcy Court, obtain the economic benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including including, for example (and without limitation of other similar arrangements being employed instead and in place thereof), by the applicable Seller or Parties subcontracting, sublicensing or subleasing such Transferred Asset to the Acquiror, Buyer or under which the Company (b) Sellers would enforce for the benefit (and at the direction and expense) of the Acquiror Buyer any and all of its rights Sellers’ rights, claims or benefits against a third party (including any Governmental Entity) Person associated with such Transferred Asset, and Sellers would promptly pay to Buyer when received all monies received by them under or in respect of any such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Company would promptly pay to the Acquiror when received all monies received by it under any such Transferred Asset, claim, right or benefit net of any Tax cost Sellers’ actual out-of-pocket expenses incurred in connection with its performance contemplated by the Company or its Affiliatesthis Section 2.03).

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent Consent of a third party (including any Governmental EntityGovernment Authority), would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect Order, and is not otherwise permitted by the rights Bankruptcy Code or Order of the Acquiror Bankruptcy Court (as assignee of the Company) thereto or thereunder. Subject to Section 5.5, the Company will use its commercially reasonable efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset, claim, right or benefit to the Acquiror (other than in respect of any Assumed Contracts pursuant to which the Company is obligated to pay, or has the right to receive, less than $250,000 in any twelve (12)-month perioda “Restricted Transfer”). If, on the Closing Date, any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective a Restricted Transfer or a violation of Law or otherwise would adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunder so that the Acquiror would not in fact receive all such rightsbe ineffective, the Company Seller Parties and the Acquiror Buyer will, subject to Section 5.56.04 and Section 6.05 and except with respect to any Personal Data in possession or control of any Seller Party or any Transferred Entity, cooperate in a mutually agreeable arrangement under which the Acquiror which, for up to three (3) months following Closing, (a) Buyer would, subject to applicable Lawin compliance with Law or an Order of the Bankruptcy Court, obtain the economic benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including including, for example (and without limitation of other similar arrangements being employed instead and in place thereof), by the applicable Seller Party or Parties subcontracting, sublicensing or subleasing such Transferred Asset to Buyer or (b) the Acquiror, or under which the Company Seller Parties would enforce for the benefit (and at the expense) of the Acquiror Buyer any and all of its rights the Seller Parties’ rights, claims or benefits against a third party (including any Governmental Entity) associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Company Seller Parties would promptly pay to the Acquiror Buyer when received all monies received by it them under any such Transferred Asset, claim, right or benefit (net of the Seller Parties’ expenses incurred in connection with any Tax cost incurred assignment or other performance contemplated by the Company or its Affiliatesthis Section 2.03).

Assignment of Certain Transferred Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party (including any Governmental EntityGovernment Authority), would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunderLaw. Subject to Section 5.56.04 and Section 6.05, Seller shall, and shall cause each of the Company will other Seller Parties to, use its commercially reasonable best efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset, claim, right or benefit to Buyer. Notwithstanding anything to the Acquiror contrary herein, no Seller Party, nor any of their Subsidiaries, shall be required to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to indemnify, remain secondarily liable or contingently liable for any Assumed Liability) to any third party in connection with the Seller Parties’ obligations under this Section 2.02(a), in each case other than in respect of any Assumed Contracts pursuant to which the Company is obligated to pay, or has the right to receive, less than $250,000 in any twelve (12)-month period)payment obligations that are borne by Buyer. If, on the Closing Date, any such consent is has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law or would adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunder so that the Acquiror would not in fact receive all such rightsLaw, the Company Seller Parties and the Acquiror willBuyer shall, subject to Section 5.56.04 and Section 6.05, cooperate in enter into a mutually agreeable arrangement (i) under which the Acquiror wouldBuyer will, subject to applicable in compliance with Law, obtain the economic benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Acquiror, Buyer or (ii) under which the Company would Seller Parties will enforce for the benefit (and at the expense) of the Acquiror Buyer any and all of the rights of Seller and its rights Subsidiaries against a third party (including any Governmental Entity) associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”)benefit, and the Company Seller Parties would promptly pay to the Acquiror Buyer when received all monies or other benefits received by it them under any such Transferred Asset, claim, right or benefit (net of the Seller Parties’ expenses incurred in connection with any Tax cost incurred assignment contemplated by this Section 2.02). (b) Seller shall use reasonable best efforts prior to the Company Closing to cause the counterparty to each Specified Shared Contract to consent to the partial assignment of those rights of the applicable Seller Party under such Specified Shared Contract related to the Business, and otherwise reasonably cooperate with Buyer in good faith in respect of Buyer’s efforts to enter into a new contract or its Affiliates.agreement with the counterparty to any Specified Shared Contract providing goods or services from or to the Business on substantially the same terms as exist under such Specified Shared Contract as of the Closing (and in such case, such new contract or agreement shall constitute a Transferred Asset hereunder); provided, however, that nothing in this Section 2.02(b) shall require any of the Seller Parties or any of their Affiliates to make any payment or other concession to such counterparty, or commence or participate in any Action, in each case, in connection with this Section 2.02(b), in each case, other than payment obligations that are borne by Buyer. Any Specified Shared Contract for which the arrangements described in this Section 2.02(b) could not be entered into prior to the Closing shall be subject to Section 2.02(a) and, with respect to any other Shared Contract, (i) Seller and Buyer shall work in good faith to determine the feasibility of separating such Shared Contract and (ii) if, notwithstanding such good-faith efforts, the parties are unable to agree on a mutually satisfactory plan for separating any such Shared Contract, Buyer and Seller will negotiate in good faith appropriate means for Buyer to obtain the benefits and assume the obligations associated with the portion of such Shared

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign convey, assign, transfer or transfer deliver to Buyer any Transferred Asset that is a Contract, warranty, guarantee, license or any claim other instrument or right or any benefit arising thereunder or resulting therefrom document that would otherwise be a Transferred Asset if an attempted assignment conveyance, assignment, transfer or transfer delivery thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity)Third 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 Acquiror Buyer (as assignee or transferee of the CompanySeller, or otherwise) or Seller thereto or thereunder. Subject to Section 5.55.04, and except as applies to the Company will assets described in Section 2.01(r)(ii)(B) each of Seller and Buyer shall use its commercially reasonable efforts Commercially Reasonable Efforts to obtain any consent necessary for the conveyance, assignment, transfer or assignment delivery to Buyer of (a) any such Transferred AssetAsset and (b) any warranties and similar guarantees existing as of the Closing Date from Third Parties relating to Transferred Assets of the type described in Section 2.01(c) that are not transferable as a result of the fact that a consent of such Third Party has not been obtained (collectively, claim, right or benefit to the Acquiror (other than in respect of any Assumed Contracts pursuant to which the Company is obligated to pay, or has the right to receive, less than $250,000 in any twelve (12)-month period“Consent-Required Warranties”). If, on the Closing Date, any such consent is not obtained, or if an attempted conveyance, assignment, transfer or assignment delivery thereof or performance thereof by Buyer would be ineffective or a violation of Law so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually acceptable arrangement under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Seller would enforce for the benefit (and at the expense) of Buyer its rights against a Third Party associated with such Transferred Asset and Seller would promptly pay to Buyer when received all monies received by Seller and its Affiliates under or with respect to any such Transferred Asset. Notwithstanding the foregoing, any such Transferred Asset or Consent- Required Warranties shall be conveyed, assigned, transferred and delivered to 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 Acquiror (as assignee Buyer or Seller. Any provision of the Companybenefits of any Transferred Asset pursuant to this Section 2.12 shall be deemed to satisfy the condition to closing in Section 6.03(e) thereto or thereunder so that the Acquiror would not in fact receive all such rights, the Company and the Acquiror will, subject with respect to Section 5.5, cooperate in a mutually agreeable arrangement under which the Acquiror would, subject to applicable Law, obtain the economic benefits and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with . The obligations under this Agreement, including subcontracting, sublicensing or subleasing to Section 2.12 shall terminate on the Acquiror, or under which the Company would enforce for the benefit (and at the expense) two-year anniversary of the Acquiror any and all of its rights against a third party (including any Governmental Entity) associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Company would promptly pay to the Acquiror when received all monies received by it under any such Transferred Asset, claim, right or benefit net of any Tax cost incurred by the Company or its AffiliatesClosing Date.

Assignment of Certain Transferred Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party (including any Governmental Entity)Third Party Consent, would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunderLaw, unless and until such Third Party Consent is obtained. Subject to Section 5.56.04 and Section 6.05, the Company Parties will use its their respective commercially reasonable efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset, claim, right or benefit to the Acquiror Buyer. (other than in respect of any Assumed Contracts pursuant to which the Company is obligated to pay, or has the right to receive, less than $250,000 in any twelve (12)-month period). b) If, on as of the fifth Business Day prior to the Closing Date, any such consent is Third Party Consent in respect of a Transferred Asset has not yet been obtained, or if an attempted transfer or assignment thereof of any Transferred Asset would be ineffective or a violation of Law or would adversely affect the rights of the Acquiror (as assignee of the Company) thereto or thereunder so that the Acquiror would not in fact receive all such rightsLaw, the Company Seller Parties and the Acquiror willBuyer will (on behalf of themselves and their Affiliates), subject to Section 5.56.04, cooperate in a mutually agreeable to the maximum extent permitted under such Transferred Asset and applicable Law and except with respect to any rights to act as Credit Agreement Agent (which rights are the subject of Section 6.07), enter into an arrangement under which the Acquiror Buyer would, subject to applicable in compliance with Law, obtain substantially all of the economic material rights and benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this AgreementAgreement (a “Participation Arrangement”). With respect to any Transferred Asset that is not a Credit Agreement or with respect to any Credit Agreement with respect to which a Participation Arrangement is prohibited by the terms thereof, including such arrangements will include by subcontracting, sublicensing or subleasing to the AcquirorBuyer such Transferred Asset, claim, right or benefit or by entering into an arrangement under which (i) the Company Seller Parties would enforce enforce, upon Buyer’s request, for the benefit (and at the expense) of the Acquiror Buyer any and all of its their rights against a third party (including any Governmental EntityGovernment Authority) associated with such Transferred Asset, claim, right or benefit benefit, (collectively, “Third Party Rights”), and ii) the Company Seller Parties would promptly pay to the Acquiror Buyer when received all monies received by it them under any such Transferred Asset, claim, right or benefit net of the Seller Parties’ actual, out-of-pocket expenses incurred in connection with any Tax cost incurred assignment contemplated by this Section 2.02(b), and (iii) Buyer would perform or cause to be performed (at its expense) all of the Company Seller Parties’ obligations thereunder. Notwithstanding anything to the contrary in the foregoing and except as otherwise agreed in any Participation Arrangement, the Seller Parties shall have no obligations under this Section 2.02 after the date that is 90 days following the Closing Date. (c) For the avoidance of doubt, any asset, claim, right or its Affiliatesbenefit subject to a Participation Arrangement shall be deemed to be a Transferred Asset for all purposes under this Agreement.