Non-Assignability of Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrary, if and to the extent that the transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller or its Subsidiaries or Buyer thereunder as a result of the failure to obtain any consent, approval, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer Assets.
Non-Assignability of Purchased Assets. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a sale, assignment or transfer of any Purchased Asset if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained. Seller shall use its commercially reasonable efforts to obtain any consents or waivers from any Persons necessary to authorize, approve or permit the full and complete sale, assignment or transfer of the Purchased Assets at the Closing (to the fullest extent possible) (and shall keep Buyer reasonably apprised with respect to the status thereof), and if not obtained prior to the Closing, thereafter, to make effective the transactions contemplated by this Agreement.
Non-Assignability of Purchased Assets. Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Purchased Asset that by its terms or by operation of Law cannot be conveyed, assigned, transferred or assumed without approval or consent. Notwithstanding anything in this Agreement to the contrary, to the extent that the sale, assignment, license, sublicense, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any asset that would be a Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in ARTICLE IV, in which event the Closing shall proceed only if the failed condition is waived by the party entitled to the benefit thereof. In the event that the failed condition is waived and the Closing proceeds without the transfer or assignment of any such asset, then following the Closing, Purchaser and each Seller shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents and waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable arrangement designed to provide Purchaser with all of the benefits of use of such asset and to the applicable Seller(s) the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Purchaser at the Closing. Once authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at Closing is obtained, Sellers shall or shall cause the relevant Affiliates to assign, transfer, convey and deliver such asset to Purchaser at no additional cost. To the extent that any such asset cannot be transferred or the full benefits or use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.8, then Purchaser and the applicable Seller(s) shall enter into such arrangements (including subleasing, sublicensing or...
Non-Assignability of Purchased Assets. To the extent that any assets which would otherwise be an Asset, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without any approval, consent, license, permit, order, ratification, waiver or authorization ("Consent") of any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity or Governmental Entity ("Person") other than the Buyer or the Seller Parties, and such Consent of such Person is not obtained prior to the Closing or if such sale, conveyance, assignment, transfer or delivery would constitute a breach or termination right thereof or violation of any Governmental Rule or Governmental Order, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof. Any such assets shall be "Non-Transferable Assets". The parties will cooperate, at the Seller Parties' expense, to effect a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations with respect to any such Non-Transferable Asset in accordance with this Agreement. Buyer and Seller Parties will use their commercially reasonable efforts to obtain any such Consents that Buyer deems necessary as promptly as practicable; provided, however, that the Seller Parties shall bear the cost of all reasonable fees and expenses required to be paid in connection with obtaining all such Consents following reasonable advance notice thereof. As soon as practicable after such Consents have been received, or are no longer required, Seller shall sell, convey, assign, transfer or deliver such Non-Transferable Assets to Buyer for no additional consideration.
