Common use of Assignment of Restricted Rights Clause in Contracts

Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyer, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the Transactions will increase the obligations or decrease the rights or entitlements of Seller or Buyer, without first obtaining either such approval or consent or a waiver or a modification with respect to such Restricted Right, in each case acceptable to Buyer. (b) If at Closing there are any Restricted Rights in respect of which necessary consents, approvals, waivers or modifications have not been obtained, then Seller shall, at its expense, continue its efforts to obtain any necessary consents, approvals, waivers or modifications with respect to such Restricted Rights. In respect of any such Restricted Rights, Seller shall: (i) apply for and use all reasonable efforts to obtain all consents, approvals, waivers or modifications acceptable to Buyer. Nothing in this Section 2.5 shall require Buyer to make any payment to any other party in order to obtain such consents, approvals, waivers or modifications, as any such payments shall be for Seller’s account; (ii) enforce any rights of Seller arising from such Restricted Right against the issuer thereof or the other party or parties thereto; (iii) at no time use any such Restricted Right for its own purposes or assign or provide the benefit of such Restricted Right to any other party; (iv) pay over to Buyer, all monies collected by or paid to Seller in respect of such Restricted Rights; and (v) take all such actions and do, or cause to be done, all such things at the request of Buyer as shall reasonably be necessary in order that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of Buyer. (c) Once any necessary approvals, consents, waivers or modifications for any Restricted Right referred to in this Section 2.5 have been obtained on terms acceptable to Buyer, Seller shall promptly assign, transfer, convey and deliver such Contract or Permit to Buyer, and Buyer shall assume the obligations under such Contract or Permit from and after the date of assignment to Buyer pursuant to an assignment and assumption agreement having terms substantially similar to the assignment and assumption agreement for other Contracts and/or Permits, as applicable, delivered pursuant to this Agreement.

Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyer, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the Transactions will increase the obligations or decrease the rights or entitlements of Seller or Buyer, without first obtaining either such approval or consent or a waiver or a modification with respect to such Restricted Right, in each case acceptable to Buyer. (b) If at Closing there are any Restricted Rights in respect of which necessary consents, approvals, waivers or modifications have not been obtained, then Seller shall, at its expense, continue its efforts to obtain any necessary consents, approvals, waivers or modifications with respect to such Restricted Rights. In respect of any such Restricted Rights, Seller shall: (i) apply for and use all reasonable efforts to obtain all consents, approvals, waivers or modifications acceptable to Buyer. Nothing in this Section 2.5 2.4 shall require Buyer to make any payment to any other party in order to obtain such consents, approvals, waivers or modifications, as any such payments shall be for Seller’s account; (ii) enforce any rights of Seller arising from such Restricted Right against the issuer thereof or the other party or parties thereto; (iii) at no time use any such Restricted Right for its own purposes or assign or provide the benefit of such Restricted Right to any other party; (iv) pay over to Buyer, all monies collected by or paid to Seller in respect of such Restricted Rights; and (v) take all such actions and do, or cause to be done, all such things at the request of Buyer as shall reasonably be necessary in order that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of Buyer. (c) Once any necessary approvals, consents, waivers or modifications for any Restricted Right referred to in this Section 2.5 2.4 have been obtained on terms acceptable to Buyer, Seller shall promptly assign, transfer, convey and deliver such Contract or Permit to Buyer, and Buyer shall assume the obligations under such Contract or Permit from and after the date of assignment to Buyer pursuant to an assignment and assumption agreement having terms substantially similar to the assignment and assumption agreement for other Contracts and/or Permits, as applicable, delivered pursuant to this Agreement.

Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyerthe Purchaser, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent Consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the Transactions Transaction will increase the obligations or decrease the rights or entitlements of the Seller or Buyerthe Purchaser relating to the Business, without first obtaining either such approval or consent or a waiver or a modification with respect the Consent to such Restricted Right, in each case Right acceptable to Buyer. (b) the Purchaser. If at Closing there are any Restricted Rights in respect of which necessary consents, approvals, waivers or modifications Consents have not been obtained, then the Purchaser may waive the closing condition under Section 8.1(e) with respect to such Restricted Rights and instead elect to have the Seller shall, at its expense, continue its efforts to obtain any necessary consents, approvals, waivers or modifications Consents with respect to such Restricted Rights. In respect of If the Purchaser waives the condition in Section 8.1(e) and elects to have the Seller continue its efforts to obtain any such Restricted Rightsnecessary Consents and the Closing occurs, the Seller shall: (i) : apply for and use all reasonable efforts to obtain all consents, approvals, waivers or modifications Consents acceptable to Buyerthe Purchaser. Nothing in this Section 2.5 2.10 shall require Buyer the Purchaser to make any payment to any other party in order to obtain such consents, approvals, waivers or modifications, Consents as any such payments shall be for the Seller’s account; (ii) ; enforce any rights of the Seller arising from such Restricted Right against the issuer thereof or the other party or parties thereto; (iii) ; at no time use any such Restricted Right for its own purposes or assign or provide the benefit of such Restricted Right to any other party; (iv) ; pay over to Buyer, the Purchaser all monies collected by or paid to the Seller in respect of such Restricted Rights; and (v) and take all such actions and do, or cause to be done, all such things at the request of Buyer the Purchaser as shall reasonably be necessary in order that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of Buyer. (c) the Purchaser. Once any necessary approvals, consents, waivers or modifications Consents for any Restricted Right referred to in this Section 2.5 2.10(a) have been obtained on terms acceptable to Buyerthe Purchaser, the Seller shall promptly assign, transfer, convey and deliver such Contract Contract, Order or Permit to Buyerthe Purchaser, and Buyer the Purchaser shall assume the obligations under such Contract Contract, Order or Permit from and after the date of assignment to Buyer the Purchaser pursuant to an assignment and assumption agreement having terms substantially similar to the assignment and assumption agreement for other Contracts Contracts, Orders and/or Permits, as applicable, delivered pursuant to this Agreement.

Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyer, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the Transactions will increase the obligations or decrease the rights or entitlements of Seller or Buyer, without first obtaining either such approval or consent or a waiver or a modification with respect to such Restricted Right, in each case acceptable to Buyer. (b) If at Closing there are any Restricted Rights in respect of which necessary consents, approvals, waivers or modifications have not been obtained, then Seller shall, at its expense, continue its efforts to obtain any necessary consents, approvals, waivers or modifications with respect to such Restricted Rights. In respect of any such Restricted Rights, Seller shall: (i) apply for and use all reasonable efforts to obtain all consents, approvals, waivers or modifications acceptable to Buyer. Nothing in this Section 2.5 2.4 shall require Buyer to make any payment to any other party in order to obtain such consents, approvals, waivers or modifications, as any such payments shall be for Seller’s account; (ii) enforce any rights of Seller arising from such Restricted Right against the issuer thereof or the other party or parties thereto; (iii) at no time use any such Restricted Right for its own purposes or assign or provide the benefit of such Restricted Right to any other party; (iv) pay over to Buyer, all monies collected by or paid to Seller in respect of such Restricted Rights; and (v) take all such actions and do, or cause to be done, all such things at the request of Buyer as shall reasonably be necessary in order that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of Buyer. (c) Once any necessary approvals, consents, waivers or modifications for any Restricted Right referred to in this Section 2.5 2.4 have been obtained on terms acceptable to Buyer, Seller shall promptly assign, transfer, convey and deliver such Contract or Permit to Buyer, and Buyer shall assume the obligations under such Contract or Permit from and after the date of assignment to Buyer pursuant to an assignment and assumption agreement having terms substantially similar to the assignment and assumption agreement for other Contracts and/or Permits, as applicable, delivered pursuant to this Agreement.

Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyer, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the Transactions will increase the obligations or decrease the rights or entitlements of Seller or Buyer, without first obtaining either such approval or consent or a waiver or a modification with respect to such Restricted Right, in each case acceptable to Buyer. (b) If at Closing there are any Restricted Rights in respect of which necessary consents, approvals, waivers or modifications have not been obtained, then Seller shall, at its expense, the Purchasers may waive the closing condition under Section 7.4 with respect to such Restricted Rights and instead elect to have the Vendors continue its their respective efforts to obtain any necessary consents, approvals, waivers or modifications with respect to such Restricted Rights. In respect of If the Purchasers waive the condition in Section 7.4, elect to have the Vendors continue their efforts to obtain any such Restricted Rightsnecessary consents, Seller approvals, waivers or modifications and the Closing occurs, the Vendors shall: (ia) apply for and use all reasonable efforts to obtain all consents, approvals, waivers or modifications acceptable to BuyerTundra Canada acting reasonably. Nothing in this Section 2.5 2.4 shall require Buyer any of the Purchasers to make any payment to any other party in order to obtain such consents, approvals, waivers or modifications, as any such payments shall be for Seller’s the Vendors’ account; (iib) enforce any rights of Seller the particular Vendor arising from such Restricted Right against the issuer thereof or the other party or parties thereto; (iiic) at no time use any such Restricted Right for its their own purposes or assign or provide the benefit of such Restricted Right to any other party; (ivd) pay over to Buyer, the Purchasers all monies collected by or paid to Seller the Vendors in respect of such Restricted Rights; and (ve) take all such actions and do, or cause to be done, all such things at the request of Buyer Tundra Canada as shall reasonably be necessary in order that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of Buyer. (c) the Purchasers. Once any necessary approvals, consents, waivers or modifications for any Restricted Right referred to in this Section 2.5 2.4(a) have been obtained on terms acceptable to BuyerTundra Canada acting reasonably, Seller each of the Vendors, as applicable, shall promptly assign, transfer, convey and deliver such Contract or Permit Governmental Authorization to Buyerthe Purchasers, and Buyer the Purchasers shall assume the obligations under such Contract or Permit Governmental Authorization from and after the date of assignment to Buyer pursuant to an assignment and assumption agreement having terms substantially similar to the assignment and assumption agreement for other Contracts and/or Permits, as applicable, delivered pursuant to this AgreementPurchasers.

Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyerthe Purchaser, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the Transactions transactions contemplated by this Agreement will increase the obligations or decrease the rights or entitlements of Seller the Vendor or Buyerthe Purchaser relating to the Business, without first obtaining either such approval or consent or a waiver or a modification with respect to such Restricted Right, in each case acceptable to BuyerRights. (b) If at Closing there are any Restricted Rights (other than Restricted Rights contained in the Contracts listed on Schedule 7.7) in respect of which necessary consents, approvals, waivers or modifications have not been obtained, then Seller the Vendor shall, at its expense, : (i) continue its reasonable best efforts to obtain any necessary all consents, approvals, waivers or modifications with respect to such Restricted Rights. In respect of any such Restricted Rights, Seller shall: (i) apply for and use all reasonable efforts to obtain all consents, approvals, waivers or modifications Rights reasonably acceptable to Buyer. Nothing in this Section 2.5 shall require Buyer to make any payment to any other party in order to obtain such consents, approvals, waivers or modifications, as any such payments shall be for Seller’s accountthe Purchaser; (ii) enforce any rights of Seller the Vendor arising from such Restricted Right Rights against the issuer thereof or the other party or parties thereto; (iii) at no time use any such Restricted Right Rights for its own purposes or assign or provide the benefit of such Restricted Right Rights to any other partyPerson; (iv) pay over to Buyerthe Purchaser, all monies or assets collected by or paid to Seller the Vendor in respect of such Restricted RightsRights and prior thereto hold all such monies or assets in trust for the Purchaser; and (v) take all such actions and do, or cause to be done, all such things at the request of Buyer as shall reasonably be necessary the Purchaser and co-operate with the Purchaser in order any arrangements designed to ensure that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of Buyerthe Purchaser, including holding any such Restricted Rights in trust for the Purchaser or acting as agent for the Purchaser. (c) If at Closing there are any Restricted Rights contained in the Contracts listed on Schedule 7.7 in respect of which necessary consents, approvals, waivers or modifications have not been obtained, then the Purchaser may waive the closing condition under Section 7.7 with respect to such Restricted Rights and instead elect to have the Vendor continue its reasonable best efforts to obtain any necessary consents, approvals, waivers or modifications with respect to such Restricted Rights. If the Purchaser waives the condition in Section 7.7 and elects to have the Vendor continue its reasonable best efforts to obtain any necessary consents, approvals, waivers or modifications and the Closing occurs, the Vendor shall: (i) apply for and use its best efforts to obtain all consents, approvals, waivers or modifications reasonably acceptable to the Purchaser; (ii) enforce any rights of the Vendor arising from such Restricted Rights against the issuer thereof or the other party or parties thereto; (iii) at no time use any such Restricted Rights for its own purposes or assign or provide the benefit of such Restricted Rights to any other Person; (iv) pay over to the Purchaser, all monies or assets collected by or paid to the Vendor in respect of such Restricted Rights and prior thereto hold all such monies or assets in trust for the Purchaser; and (v) take all such actions and do, or cause to be done, all such things at the request of the Purchaser and co-operate with the Purchaser in any arrangements designed to ensure that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of the Purchaser, including holding any such Restricted Rights in trust for the Purchaser or acting as agent for the Purchaser. (d) Once any necessary approvals, consents, waivers or modifications for any Restricted Right Rights referred to in this Section 2.5 2.6(c)(i) have been obtained on terms reasonably acceptable to Buyerthe Purchaser, Seller the Vendor shall promptly assign, transfer, convey and deliver such Contract or Permit Governmental Authorization to Buyerthe Purchaser, and Buyer the Purchaser shall assume the obligations under such Contract or Permit Governmental Authorization from and after the date of assignment to Buyer the Purchaser pursuant to an assignment and assumption agreement having terms substantially similar to the assignment and assumption agreement for other Contracts and/or Permitsor Governmental Authorizations, as applicable, delivered pursuant to this Agreement.

Assignment of Restricted Rights. (a1) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyerthe Purchaser, any Restricted Right (aA) which, as a matter of law, or by its terms, (i) is not assignable, or (ii) is not assignable without the approval or consent Consent of the issuer thereof or other party or parties thereto, or (bB) in respect of which the completion of the Transactions will increase the obligations or decrease the rights or entitlements of Seller the Vendor or Buyerthe Purchaser relating to the Business, without first obtaining either such approval or consent Consent or a waiver or a modification with respect to such Restricted Right, in each case acceptable to Buyerthe Purchaser. (b2) If If, at Closing the Closing, there are any Restricted Rights in respect of which necessary consents, approvalsConsents, waivers or modifications have not been obtained, then Seller shallthe Purchaser may, at its expensewith respect to such Restricted Rights, elect to have the Vendor continue its efforts to obtain any necessary consents, approvalsConsents, waivers or modifications with respect to such Restricted Rights. In respect of . (3) If the Purchaser elects to have the Vendor continue its efforts to obtain any such Restricted Rightsnecessary Consents, Seller waivers or modifications, the Vendor shall: (i) hold the Restricted Rights in trust for the benefit of the Purchaser and comply with the terms and conditions relating to, and enforce any rights arising from the Restricted Rights; (ii) apply for and use all commercially reasonable efforts to obtain all consents, approvalsConsents, waivers or modifications acceptable to Buyer. Nothing in this Section 2.5 shall require Buyer to make the Purchaser, acting reasonably; provided that if any payment is required to be made to any other party in order to obtain such consents, approvalsConsents, waivers or modifications, as any each of the Purchaser and the Vendor such payments shall be responsible for Seller’s account50% of the amount of such payment; (iiiii) enforce any rights of Seller the Vendor arising from such Restricted Right against the issuer thereof or the other party or parties thereto; (iiiiv) at no time use any such Restricted Right for its own purposes or assign or provide the benefit of such Restricted Right to any other partyparty other than the Purchaser or an Affiliate thereof; (ivv) pay over to Buyerthe Purchaser, all monies collected by or paid to Seller the Vendor in respect of such Restricted Rights; and (vvi) take all such actions and do, or cause to be done, all such things at the request of Buyer the Purchaser as shall reasonably be necessary in order that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of Buyerthe Purchaser. (c4) Once any necessary approvals, consentsConsents, waivers or modifications for any Restricted Right referred to in this Section 2.5 2.10(a) have been obtained on terms acceptable to Buyerthe Purchaser, Seller acting reasonably, the Vendor shall promptly assign, transfer, convey and deliver such Contract or Permit Governmental Authorization to Buyerthe Purchaser, and Buyer the Purchaser shall assume the obligations under such Contract or Permit Governmental Authorization from and after the date of assignment to Buyer the Purchaser pursuant to an assignment and assumption agreement having terms substantially similar to the assignment and assumption agreement for other Contracts and/or PermitsGovernmental Authorizations, as applicable, delivered pursuant to this Agreement.

Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyerthe Purchaser, any Restricted Right (aA) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent of the issuer thereof or other party or parties thereto, or (bB) in respect of which the completion of the Transactions transactions contemplated by this Agreement will increase the obligations or decrease the rights or entitlements of Seller the Vendor or Buyerthe Purchaser relating to the Business, without first obtaining either such approval or consent or a waiver or a modification with respect to such Restricted Right, in each case acceptable to Buyerthe Purchaser. (b) If at the Closing there are any Restricted Rights in respect of which necessary consentsConsents, approvals, waivers or modifications have not been obtained, then Seller shall, at its expense, the Purchaser may waive the closing condition under Section 5.1(4)(b) with respect to such Restricted Rights and instead elect to have the Vendor continue its efforts to obtain any necessary consentsConsents, approvals, waivers or modifications with respect to such Restricted Rights. In . (c) If the Purchaser waives the condition in Section 5.1(4)(b) with respect of any to such Restricted RightsRight, Seller and elects to have the Vendor continue its efforts to obtain any necessary Consents, approvals, waivers or modifications and the Closing occurs, the Vendor shall: (i) apply for and use all commercially reasonable efforts to obtain all consentsConsents, approvals, waivers or modifications acceptable to Buyer. Nothing in this Section 2.5 shall require Buyer to make any payment to any other party in order to obtain such consentsthe Purchaser, approvals, waivers or modifications, as any such payments shall be for Seller’s accountacting reasonably; (ii) enforce any rights of Seller the Vendor arising from such Restricted Right against the issuer thereof or the other party or parties thereto; (iii) at no time use any such Restricted Right for its own purposes or assign or provide the benefit of such Restricted Right to any other partyparty other than the Purchaser or an Affiliate thereof; (iv) pay over to Buyerthe Purchaser, all monies collected by or paid to Seller the Vendor in respect of such Restricted Rights; and (v) take all such actions and do, or cause to be done, all such things at the request of Buyer the Purchaser as shall reasonably be necessary in order that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of Buyerthe Purchaser. (cd) Once any necessary approvals, consentsConsents, waivers or modifications for any Restricted Right referred to in this Section 2.5 2.14(a) have been obtained on terms acceptable to Buyerthe Purchaser, Seller acting reasonably, the Vendor shall promptly assign, transfer, convey and deliver such Contract or Permit Governmental Authorization to Buyerthe Purchaser, and Buyer the Purchaser shall assume the obligations under such Contract or Permit Governmental Authorization from and after the date of assignment to Buyer the Purchaser pursuant to an assignment and assumption agreement having terms substantially similar to the assignment and assumption agreement for other Contracts and/or PermitsGovernmental Authorizations, as applicable, delivered pursuant to this Agreement.