Common use of Limitation on Assignment of Purchased Assets Clause in Contracts

Limitation on Assignment of Purchased Assets. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of, or other action by, any Person or Governmental Authority, would constitute a breach thereunder or adversely affect in any material respect the rights of Buyer or any of its Affiliates thereunder (collectively, the “Non-Assignable Purchased Assets” and, together with the Non-Assignable Non-Business Assets, the “Non-Assignable Assets”). Seller and Buyer shall take such actions set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, and Section 5.07 with respect to other Non-Assignable Purchased Assets, as applicable, to obtain such consent or cause such other action to be taken by such Person or Governmental Authority prior to the Closing. If such consent is not obtained or such other action is not taken prior to the Closing, Seller and Buyer shall take such actions set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, and Section 5.07 with respect to other Non-Assignable Purchased Assets, as applicable, to obtain such consent or cause such other action to be taken by such Person or Governmental Authority, and shall take such other actions as required therein with respect to such Non-Assignable Purchased Assets, for the applicable time periods after the Closing set forth therein. Once a consent described in this Section 2.07 is obtained from, or such other action is taken by, such Person or Governmental Authority, the applicable Non-Assignable Purchased Asset shall be deemed to have been automatically assigned and transferred to Buyer on the terms set forth in this Agreement, as of the Effective Time, for no additional consideration.

Limitation on Assignment of Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or convey any Purchased Asset or any right thereunder if an attempted assignmentassignment or conveyance, without the consent of, or other action by, any Person or Governmental AuthorityPerson, would constitute a breach thereunder of any applicable restriction upon such assignment or conveyance or adversely affect in any material respect the rights of Buyer or any of its Affiliates thereunder and such consent has not been obtained, or other action has not been taken, by such Person on or prior to the Closing Date (collectively, the “Non-Assignable Purchased Assets” and, together with the Non-Assignable Non-Business Assets, the “Non-Assignable Assets”). To the extent any asset that would otherwise constitute a Purchased Asset is deemed a Non-Assignable Asset under this Section 2.06(a) and an alternate arrangement pursuant to Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, Section 5.06 with respect to other Non-Assignable Assets, Section 5.07 with respect to Liquor Licenses and Sections 5.25 and 5.28 with respect to Business Real Property, as applicable, has not been entered into by the Parties, such asset shall be deemed an Excluded Asset and all Liabilities relating thereto shall be deemed Excluded Liabilities for so long as the consent or action relating thereto shall not have been obtained or taken, as applicable and provided that such Excluded Assets and Excluded Liabilities shall not considered Excluded Assets and Excluded Liabilities for purpose of Seller’s indemnification obligations under Article IX. (b) Seller and Buyer shall take such actions set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, and Section 5.07 5.06 with respect to other Non-Assignable Purchased Assets, Section 5.07 with respect to Liquor Licenses and Sections 5.25 and 5.28 with respect to Business Real Property, as applicable, to obtain such consent or cause such other action to be taken by such Person or Governmental Authority prior to the Closing. If such consent is not obtained or such other action is not taken prior to the Closing, Seller and Buyer shall take such actions set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, and Section 5.07 5.06 with respect to other Non-Assignable Purchased Assets, Section 5.07 with respect to Liquor Licenses and Sections 5.25 and 5.28 with respect to Business Real Property, as applicable, to obtain such consent or cause such other action to be taken by such Person or Governmental Authority, and shall take such other actions as required therein with respect to such Non-Assignable Purchased Assets, for the applicable time periods after the Closing set forth therein. Once . (c) With respect to each Non-Assignable Asset, if a consent described in this Section 2.07 2.06(a) is obtained from, or such other action is taken by, such Person or Governmental Authority, the applicable Authority with respect to any such Non-Assignable Purchased Asset after the Closing during the applicable time set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, Section 5.06 with respect to other such Non-Assignable Assets, Section 5.07 with respect to Liquor Licenses and Sections 5.25 and 5.28 with respect to the Business Real Property, as applicable, such Non-Assignable Asset shall be deemed to have been automatically assigned and transferred to Buyer the New Operating Company (or any Additional Acquisition Entities, as applicable) on the terms set forth in this AgreementAgreement for no additional consideration and without the requirement of any further action of any other Person, as of the Effective TimeClosing, for no additional considerationexcept to the extent the date of such consent or action is deemed by applicable Law to have occurred on another date.

Limitation on Assignment of Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of, or other action by, any Person or Governmental AuthorityPerson, would constitute a breach thereunder or adversely affect in any material respect the rights of Buyer or any of its Affiliates thereunder and such consent has not been obtained or such other action has not been taken as of the Initial Closing (collectively, the “Non-Assignable Purchased Assets” and, together with the Non-Assignable Non-Business Assets, the “Non-Assignable Assets”). . (b) Seller and Buyer shall take such actions set forth in Section 5.03 with respect use commercially reasonable efforts to Regulatory Approvals, Section 5.04 with respect obtain any consent or consents required to Permits, Section 5.05 with respect to Shared Contracts, and Section 5.07 with respect to other transfer the Non-Assignable Purchased Assets, as applicable, Assets to obtain such consent or cause such other action to be taken by such Person or Governmental Authority prior to Buyer for a period of one hundred and eighty (180) days after the ClosingInitial Closing Date. If any such consent is not obtained or such other action is not taken prior pursuant to the Closingthis subsection (b), Seller and Buyer shall take such actions set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, and Section 5.07 with respect to other Non-Assignable Purchased Assets, as applicable, to obtain such consent or cause such other action to be taken by such Person or Governmental Authority, and shall take such other actions as required therein with respect to such Non-Assignable Purchased Assets, for the applicable time periods after the Closing set forth therein. Once a consent described in this Section 2.07 is obtained from, or such other action is taken by, such Person or Governmental Authority, the applicable Non-Assignable Purchased Asset shall be deemed to have been automatically assigned and transferred to Buyer on the terms set forth in this AgreementAgreement for no additional consideration, as of the Effective TimeInitial Closing Date, except to the extent the date of such consent or action is deemed by applicable Law to have occurred on another date. (c) During the one hundred and eighty (180) day period described above, Seller and Buyer shall cooperate in any lawful and commercially reasonable arrangement, as Seller and Buyer shall agree, under which Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under the Non-Assignable Assets and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to Buyer, or otherwise through the Transition Services Agreement; provided, that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by Buyer and, provided further that Seller shall promptly pay to Buyer when received all monies received by Seller under such Non-Assignable Asset or any claim or right or any benefit arising thereunder and Buyer shall indemnify and promptly pay Seller for all liabilities of Seller associated with such Non-Assignable Asset. Buyer agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities based upon, arising out of or relating to the Buyer’s performance of, or failure to perform, any obligations under the Non-Assignable Assets, the economic benefit of which is being provided to Buyer. Notwithstanding the foregoing, (i) Seller and its Affiliates shall have no additional considerationobligation to renew any Non-Assignable Asset upon the expiration or termination thereof and (ii) Seller shall only be required to make payments under a Non-Assignable Asset to the extent that Buyer has deposited funds with Seller in advance of the time that such payments are due. In addition, to the extent that any Non-Assignable Asset contains an “evergreen” provision that automatically renews such Non-Assignable Asset unless terminated or cancelled by either party thereto, Seller and its Affiliates shall not be prohibited from terminating or canceling such Non-Assignable Asset as permitted pursuant to the terms thereof.

Limitation on Assignment of Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or convey any Purchased Asset or any right thereunder if an attempted assignmentassignment or conveyance, without the consent of, or other action by, any Person or Governmental AuthorityPerson, would constitute a breach thereunder of any applicable restriction upon such assignment or conveyance or adversely affect in any material respect the rights of Buyer or any of its Affiliates thereunder and such consent has not been obtained, or other action has not been taken, by such Person on or prior to the Closing Date (collectively, the “Non-Assignable Purchased Assets” and, together with the Non-Assignable Non-Business Assets, the “Non-Assignable Assets”). To the extent any asset that would otherwise constitute a Purchased Asset is deemed a Non-Assignable Asset under this Section 2.06(a) and an alternate arrangement pursuant to Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, Section 5.06 with respect to other Non-Assignable Assets and Section 5.24 with respect to Business Real Property, as applicable, has not been entered into by the Parties, such asset shall be deemed an Excluded Asset and all Liabilities relating thereto shall be deemed Excluded Liabilities for so long as the consent or action relating thereto shall not have been obtained or taken, as applicable and provided that such Excluded Assets and Excluded Liabilities shall not be considered Excluded Assets and Excluded Liabilities for purpose of Seller’s indemnification obligations under ARTICLE IX for so long as the parties are required to seek consent of action relating thereto pursuant to this Agreement. (b) Seller and Buyer shall take such actions set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, and Section 5.07 5.06 with respect to other Non-Assignable Purchased AssetsAssets and Section 5.24 with respect to Business Real Property, as applicable, to obtain such consent or cause such other action to be taken by such Person or Governmental Authority prior to the Closing. If such consent is not obtained or such other action is not taken prior to the Closing, Seller and Buyer shall take such actions set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, and Section 5.07 5.06 with respect to other Non-Assignable Purchased AssetsAssets and Section 5.24 with respect to Business Real Property, as applicable, to obtain such consent or cause such other action to be taken by such Person or Governmental Authority, and shall take such other actions as required therein with respect to such Non-Assignable Purchased Assets, for the applicable time periods after the Closing set forth therein. Once . (c) With respect to each Non-Assignable Asset, if a consent described in this Section 2.07 2.06(a) is obtained from, or such other action is taken by, such Person or Governmental Authority, the applicable Authority with respect to any such Non-Assignable Purchased Asset after the Closing during the applicable time set forth in Section 5.03 with respect to Regulatory Approvals, Section 5.04 with respect to Permits, Section 5.05 with respect to Shared Contracts, Section 5.06 with respect to other such Non-Assignable Assets and Section 5.24 with respect to Business Real Property, as applicable, such Non-Assignable Asset shall be deemed to have been automatically assigned and transferred to Buyer on the terms set forth in this AgreementAgreement for no additional consideration and without the requirement of any further action of any other Person, as of the Effective TimeClosing, for no additional considerationexcept to the extent the date of such consent or action is deemed by applicable Law to have occurred on another date.