Common use of Effect of Consents to Transfer Not Obtained Clause in Contracts

Effect of Consents to Transfer Not Obtained. (a) Notwithstanding anything in this SuperMom’s Contribution Agreement to the contrary, this SuperMom’s Contribution Agreement shall not constitute an agreement to assign any SuperMom’s Transferred Asset which by its terms or by Law is not transferable, or may not be assigned without a required Third-Person Consent or Authorization (a “Non-Assignable SuperMom’s Transferred Asset”) unless the Third-Person Consent or Authorization with respect to the transfer of such Non-Assignable SuperMom’s Transferred Asset shall have first been given. (b) If any such Third-Person Consent or Authorization is not obtained prior to or as of the Closing Date with respect to a Non-Assignable SuperMom’s Transferred Asset, then anything in this SuperMom’s Contribution Agreement to the contrary notwithstanding, the Non-Assignable SuperMom’s Transferred Asset will not be conveyed pursuant to this SuperMom’s Contribution Agreement unless and until the Third-Person Consent or Authorization is satisfied, waived, released or by its terms is not longer required. SuperMom’s shall use Commercially Reasonable Efforts to obtain any such Third-Person Consent or Authorization. Upon the receipt of any such Third-Person Consent or Authorization, such Non-Assignable SuperMom’s Transferred Asset shall be assigned to NT Bakery retroactive to the Closing Date to the extent permitted by Law, without further action on the part of SuperMom’s or NT Bakery and without adjustment of the Purchase Price. (c) If any such Third-Party Consent or Authorization with respect to a Non-Assignable SuperMom’s Transferred Asset is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase obligations of NT Bakery with respect to such Non-Assignable SuperMom’s Transferred Asset, so that NT Bakery would not, in fact, receive all such rights or assume the obligations of SuperMom’s or its applicable Affiliate with respect thereto as they exist prior to such attempted assignment or assumption, then the Parties shall enter into commercially reasonable cooperative arrangements as may be reasonably acceptable to the Parties (including the subcontracting, sublicensing or subleasing to NT Bakery any of the rights of SuperMom’s related to such Non-Assignable SuperMom’s Transferred Asset, if applicable) under which NT Bakery shall obtain, to the fullest extent practicable, the economic rights and benefits under any Non-Assignable SuperMom’s Transferred Asset.

Effect of Consents to Transfer Not Obtained. (a) Notwithstanding anything in this SuperMom’s Contribution Agreement to the contrary, this SuperMom’s Contribution Agreement shall not constitute an agreement to assign any SuperMom’s Transferred Refinery Asset which by its terms (after giving effect to Law) or by Law is not transferable, or may not be assigned without a required Third-Person Consent or Authorization unless such Third-Party Consent or Authorization shall have been given, or as to which the remedies for the enforcement thereof enjoyed by Sunoco or one of the Contributing Subsidiaries, as applicable, would not, as a matter of Law or contract, pass to NewCo as an incident of the assignments provided for by this Agreement (a the “Non-Assignable SuperMom’s Transferred AssetAssets”) unless the Third-Person Consent or Authorization with respect to the transfer of such Non-Assignable SuperMom’s Transferred Asset shall have first been given). (b) If any such Third-Person Consent or Authorization is not obtained prior to or as of the Closing Date with respect to a Non-Assignable SuperMom’s Transferred Asset, then anything in this SuperMom’s Contribution Agreement Sunoco shall, or shall cause the applicable Contributing Subsidiary to, use reasonable efforts to the contrary notwithstanding, the Non-Assignable SuperMom’s Transferred Asset will not be conveyed pursuant to this SuperMom’s Contribution Agreement unless and until the obtain such Third-Person Consent or Authorization is satisfiedwith respect to the assignment of the relevant Refinery Asset, waived, released or by its terms is not longer required. SuperMom’s shall use Commercially Reasonable Efforts to obtain any such Third-Person Consent or Authorization. Upon and upon the receipt of any such Third-Person Consent or Authorization, such Non-Assignable SuperMom’s Transferred Asset shall be assigned to NT Bakery retroactive to NewCo. From and after the Closing Date and until such time as such Non-Assignable Asset may be properly assigned to NewCo, such Non-Assignable Asset, together with any proceeds therefrom, shall be held in trust for NewCo (and Sunoco or the applicable Contributing Subsidiary, as applicable, will promptly pay to NewCo when received all monies received in respect of such Refinery Asset or any Claim, right or benefit arising thereunder). During such period, Sunoco shall, or shall cause such Contributing Subsidiary to, at NewCo’s sole cost and expense provide NewCo with the benefit in all material respects of each such Non-Assignable Asset. Sunoco or any Contributing Subsidiary shall be entitled to retain from or set-off against amounts due to, or otherwise charge and collect from, NewCo for all reasonable incremental costs associated with the retention, maintenance and enforcement of rights of any such Non-Assignable Asset and all Liabilities arising thereunder to the extent related to the ownership, use or operation thereof from and after the Closing Date contemplated by this Section 2.8, and NewCo will indemnify each Sunoco Indemnitee for any Damages resulting from or arising out of any such activities. Notwithstanding anything to the contrary set forth in this Section 2.8, neither Sunoco nor any Contributing Subsidiary shall have any obligation to directly or indirectly retain any portion of its assets or businesses other than any specific individual Contract or other Refinery Asset contemplated by this Section 2.8 as a result of this Section 2.8 in order to perform or maintain such Contract or other Refinery Asset. (c) To the extent that such Third-Party Consents and Authorizations are not obtained by Sunoco or one of its Affiliates, as applicable, this Agreement, to the extent permitted by Law, without further action on shall constitute an equitable assignment by Sunoco or the part applicable Contributing Subsidiary, as applicable, to NewCo, of SuperMomall of Sunoco’s or NT Bakery such Contributing Subsidiary’s, as applicable, rights, benefits title and without adjustment of the Purchase Price. (c) If any interest in and to such Third-Party Consent or Authorization with respect to a Non-Assignable SuperMomAssets, and NewCo shall be deemed to be Sunoco’s Transferred Asset is not obtainedor such Contributing Subsidiary’s, as applicable, agent for the purpose of completing, fulfilling and discharging all of Sunoco’s or if an attempted assignment such Contributing Subsidiary’s, as applicable, rights and liabilities arising after the Closing Date under or assumption would be ineffective or would materially and adversely affect the rights or increase obligations of NT Bakery with respect to such Non-Assignable SuperMom’s Transferred Asset, so that NT Bakery would not, in fact, receive all such rights or assume the obligations of SuperMom’s or its applicable Affiliate with respect thereto as they exist prior to such attempted assignment or assumption, then the Parties shall enter into commercially reasonable cooperative arrangements as may be reasonably acceptable to the Parties (including the subcontracting, sublicensing or subleasing to NT Bakery any of the rights of SuperMom’s related to such Non-Assignable SuperMom’s Transferred Asset, if applicable) under which NT Bakery shall obtain, to the fullest extent practicable, the economic rights and benefits under any Non-Assignable SuperMom’s Transferred AssetAssets.

Effect of Consents to Transfer Not Obtained. (a) Notwithstanding anything in this SuperMom’s Contribution Agreement to the contrary, this SuperMom’s Contribution Agreement shall not constitute an agreement to assign any SuperMom’s Transferred Refinery Asset which by its terms (after giving effect to Law) or by Law is not transferable, or may not be assigned without a required Third-Person Consent or Authorization unless such Third-Party Consent or Authorization shall have been given, or as to which the remedies for the enforcement thereof enjoyed by Sunoco or one of the Contributing Subsidiaries, as applicable, would not, as a matter of Law or contract, pass to NewCo as an incident of the assignments provided for by this Agreement (a the “Non-Assignable SuperMom’s Transferred AssetAssets”) unless the Third-Person Consent or Authorization with respect to the transfer of such Non-Assignable SuperMom’s Transferred Asset shall have first been given). (b) If any such Third-Person Consent or Authorization is not obtained prior to or as of the Closing Date with respect to a Non-Assignable SuperMom’s Transferred Asset, then anything in this SuperMom’s Contribution Agreement Sunoco shall, or shall cause the applicable Contributing Subsidiary to, use reasonable efforts to the contrary notwithstanding, the Non-Assignable SuperMom’s Transferred Asset will not be conveyed pursuant to this SuperMom’s Contribution Agreement unless and until the obtain such Third-Person Consent or Authorization is satisfiedwith respect to the assignment of the relevant Refinery Asset, waived, released or by its terms is not longer required. SuperMom’s shall use Commercially Reasonable Efforts to obtain any such Third-Person Consent or Authorization. Upon and upon the receipt of any such Third-Person Consent or Authorization, such Non-Assignable SuperMom’s Transferred Asset shall be assigned to NT Bakery retroactive to NewCo. From and after the Closing Date and until such time as such Non-Assignable Asset may be properly assigned to NewCo, such Non-Assignable Asset, together with any proceeds therefrom, shall be held in trust for NewCo (and Sunoco or the applicable Contributing Subsidiary, as applicable, will promptly pay to NewCo when received all monies received in respect of such Refinery Asset or any Claim, right or benefit arising thereunder). During such period, Sunoco shall, or shall cause such Contributing Subsidiary to, at NewCo’s sole cost and expense provide NewCo with the benefit in all material respects of each such Non-Assignable Asset. Sunoco or any Contributing Subsidiary shall be entitled to retain from or set-off against amounts due to, or otherwise charge and collect from, NewCo for all reasonable incremental costs associated with the retention, maintenance and enforcement of rights of any such Non-Assignable Asset and all Liabilities arising thereunder to the extent related to the ownership, use or operation thereof from and after the Closing Date contemplated by this Section 2.8, and NewCo will indemnify each Sunoco Indemnitee for any Damages resulting from or arising out of any such activities. Notwithstanding anything to the contrary set forth in this Section 2.8, neither Sunoco nor any Contributing Subsidiary shall have any obligation to directly or indirectly retain any portion of its assets or businesses other than any specific individual Contract or other Refinery Asset contemplated by this Section 2.8 as a result of this Section 2.8 in order to perform or maintain such Contract or other Refinery Asset. (c) To the extent that such Third-Party Consents and Authorizations are not obtained by Sunoco or one of its Affiliates, as applicable, this Agreement, to the extent permitted by Law, without further action on shall constitute an equitable assignment by Sunoco or the part applicable Contributing Subsidiary, as applicable, to NewCo, of SuperMomall of Sunoco’s or NT Bakery such Contributing Subsidiary’s, as applicable, rights, benefits title and without adjustment of the Purchase Price. (c) If any interest in and to such Third-Party Consent or Authorization with respect to a Non-Assignable SuperMomAssets, and NewCo shall be deemed to be Sunoco’s Transferred Asset is not obtainedor such Contributing Subsidiary’s, as applicable, agent for the purpose of completing, fulfilling and discharging all of Sunoco’s or if an attempted assignment such Contributing Subsidiary’s, as applicable, rights and liabilities arising after the Closing Date under or assumption would be ineffective or would materially and adversely affect the rights or increase obligations of NT Bakery with respect to such Non-Assignable SuperMom’s Transferred Asset, so that NT Bakery would not, Assets. ** Certain information in fact, receive all such rights or assume this document has been omitted and filed separately with the obligations of SuperMom’s or its applicable Affiliate Securities and Exchange Commission. Confidential treatment has been requested with respect thereto as they exist prior to such attempted assignment or assumption, then the Parties shall enter into commercially reasonable cooperative arrangements as may be reasonably acceptable to the Parties (including the subcontracting, sublicensing or subleasing to NT Bakery any of the rights of SuperMom’s related to such Non-Assignable SuperMom’s Transferred Asset, if applicable) under which NT Bakery shall obtain, to the fullest extent practicable, the economic rights and benefits under any Non-Assignable SuperMom’s Transferred Assetomitted portions.

Effect of Consents to Transfer Not Obtained. (a) Notwithstanding anything in this SuperMom’s Refining Contribution Agreement to the contrary, this SuperMom’s Refining Contribution Agreement shall not constitute an agreement to assign any SuperMom’s MPC Transferred Asset which by its terms or by Law is not transferable, transferable or may not be assigned without a required Third-Person Consent or Authorization (a “Non-Assignable SuperMom’s MPC Transferred Asset”) unless the a Third-Person Party Consent or Authorization with respect to the transfer of such Non-Assignable SuperMom’s MPC Transferred Asset shall have first been given. (b) If any such Third-Person Consent or Authorization is not obtained prior to or as of the Closing Date with respect to a Non-Assignable SuperMom’s MPC Transferred Asset, then anything in this SuperMom’s Refining Contribution Agreement to the contrary notwithstanding, the Non-Assignable SuperMom’s MPC Transferred Asset will not be conveyed pursuant to this SuperMom’s Refining Contribution Agreement unless and until the Third-Person Consent or Authorization is satisfied, waived, released or by its terms is not longer required. SuperMom’s MPC shall use Commercially Reasonable Efforts to obtain any such Third-Person Party Consent or Authorization. Upon the receipt of any such Third-Person Consent or Authorization, such Non-Assignable SuperMom’s MPC Transferred Asset shall be assigned to NT Bakery SPP Refining retroactive to the Closing Date to the extent permitted by Law, without further action on the part of SuperMom’s MPC or NT Bakery SPP Refining and without adjustment of the Purchase Price. (c) If any such Third-Party Consent or Authorization with respect to a Non-Assignable SuperMom’s MPC Transferred Asset is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase obligations of NT Bakery SPP Refining with respect to such Non-Assignable SuperMom’s MPC Transferred Asset, so that NT Bakery SPP Refining would not, in fact, receive all such rights or assume the obligations of SuperMom’s MPC or its applicable Affiliate with respect thereto as they exist prior to such attempted assignment or assumption, then the Parties shall enter into commercially reasonable cooperative arrangements as may be reasonably acceptable to the Parties (including the subcontracting, sublicensing or subleasing to NT Bakery SPP Refining of any of the and all rights of SuperMom’s MPC or its applicable Affiliate against any Third Person related to such Non-Assignable SuperMom’s Transferred Asset, if applicable) under which NT Bakery SPP Refining shall obtain, to the fullest extent practicable, the economic rights and benefits under any Non-Assignable SuperMom’s MPC Transferred Asset.

Effect of Consents to Transfer Not Obtained. (a) Notwithstanding anything in this SuperMom’s Marketing Contribution Agreement to the contrary, this SuperMom’s Marketing Contribution Agreement shall not constitute an agreement to assign any SuperMom’s SSA Transferred Asset which by its terms or by Law is not transferable, or may not be assigned without a required Third-Person Consent or Authorization (a “Non-Assignable SuperMom’s SSA Transferred Asset”) unless the Third-Person Party Consent or Authorization with respect to the transfer of such Non-Assignable SuperMom’s SSA Transferred Asset shall have first been given. (b) If any such a required Third-Person Consent or Authorization is not obtained prior to or as of the Closing Date with respect to a Non-Assignable SuperMom’s SSA Transferred Asset, then anything in this SuperMom’s Marketing Contribution Agreement to the contrary notwithstanding, the Non-Assignable SuperMom’s SSA Transferred Asset will not be conveyed pursuant to this SuperMom’s Marketing Contribution Agreement unless and until the Third-Person Consent or Authorization is satisfied, waived, released or by its terms is not longer required. SuperMom’s SSA shall use Commercially Reasonable Efforts to obtain any such Third-Person Party Consent or Authorization. Upon the receipt of any such Third-Person Consent or Authorization, such Non-Assignable SuperMom’s SSA Transferred Asset shall be assigned to NT Bakery Retail retroactive to the Closing Date to the extent permitted by Law, without further action on the part of SuperMom’s SSA or NT Bakery Retail and without adjustment of the Purchase Price. (c) If any such Third-Party Person Consent or Authorization with respect to a Non-Assignable SuperMom’s SSA Transferred Asset is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase obligations of NT Bakery Retail with respect to such Non-Assignable SuperMom’s SSA Transferred Asset, so that NT Bakery Retail would not, in fact, receive all such rights or assume the obligations of SuperMom’s SSA or its applicable Affiliate with respect thereto as they exist prior to such attempted assignment or assumption, then the Parties shall enter into commercially reasonable cooperative arrangements as may be reasonably acceptable to the Parties (including the subcontracting, sublicensing sublicensing, or subleasing to NT Bakery Retail of any of the and all rights of SuperMom’s SSA or its applicable Affiliate against any Third Person related to such Non-Assignable SuperMom’s Transferred Asset, if applicable) under which NT Bakery Retail shall obtain, to the fullest extent practicable, the economic rights and benefits under any Non-Assignable SuperMom’s SSA Transferred Asset. (d) Notwithstanding Section 2.6(a), Section 2.6(b) and Section 2.6(c), if any liquor license required for the sale of alcoholic beverages at a Marketing Site cannot be obtained by NT Retail before Closing, then (i) SSA shall cooperate with, assist and join in NT Retail’s efforts to cause such liquor licenses to be issued to NT Retail, or obtained by NT Retail, in either case in a form acceptable to the local licensing or issuing authority, after Closing, including appearing at any related public hearings or other governmental meetings at the request of NT Retail. If NT Retail desires to have SSA appear at any public hearings or other governmental meetings related to the issuance of any liquor license to NT Retail, NT Retail shall give SSA reasonable notice of the time and place of such hearing or meeting.