Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchasers, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of Purchasers thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Purchasers thereunder, then, at any Purchaser’s request, Sellers shall cooperate with such Purchaser in any reasonable arrangement designed to provide to such Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of Purchasers (reasonable expenses to be borne by Purchasers) of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by Sellers shall not cause Sellers to violate any terms of such Assumed Contract; provided, further, that Purchasers shall assume all of the post-Closing liabilities of Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Purchasers receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchasersthe Purchaser, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of Purchasers the Purchaser thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Purchasers the Purchaser thereunder, then, at any the Purchaser’s request, the Sellers shall cooperate with such the Purchaser in any reasonable arrangement designed to provide to such the Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of Purchasers (reasonable expenses to be borne by Purchasers) the Purchaser of any and all rights of the Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; otherwise; provided that such cooperation by the Sellers shall not cause the Sellers to violate any terms of such Assumed Contract; Contract; provided, further, that Purchasers the Purchaser shall assume all of the post-Closing liabilities of the Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Purchasers the Purchaser receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1.

Non-Assignable Assets. Notwithstanding anything Following the Closing, the Seller shall use commercially reasonable efforts at no undue expense to cooperate with and assist the Purchaser and the Purchaser Parent in this Agreement to obtaining all consents required in connection with the contrary, to Contemplated Transactions not obtained as of the Closing. To the extent that any consent is not obtained, at the assignment of any Assumed Contract or Purchaser’s request the transfer of any property or asset (including but not limited to any Permit) requires Seller and the consent of any other Person, or Purchaser shall be subject to any option by any other Person by virtue of a request enter into agreements for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchasers, this Agreement shall not constitute an agreement to assign any such each Assumed Contract, property Permit or asset or any claim or other right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or included in any way adversely affect the Acquired Assets for which consent was not obtained, under which the Purchaser shall obtain the rights of Purchasers thereunder. If consent to the assignment or transfer and benefits of any such Assumed Contract, property Permit or asset is not obtainedother right at the Purchaser’s cost and assume the corresponding obligations and liabilities of the Seller thereunder, so that the Parties are, to the greatest extent possible, put in the same economic position they would have been in had such consent been obtained unconditionally and without recourse. Such agreements may be in the form of a subcontract, sub-license or sub-lease appointing the Purchaser as agent to the Seller to perform thereunder, or if an attempted assignment thereof would be ineffective or would affect any other arrangement under which the rights of Purchasers thereunder, then, at any Purchaser’s request, Sellers shall cooperate with such Purchaser in any reasonable arrangement designed to provide to such Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement could enforce for the account benefit of Purchasers (reasonable expenses to be borne by Purchasers) of the Purchaser any and all rights and benefits of Sellers the Seller against the third party thereto. If the Parties are able neither to obtain a consent nor enter into an agreement providing the Purchaser the rights and benefits with respect to any Assumed Contract, Permit or other party thereto arising out right, they shall promptly and in good faith agree upon an appropriate reduction of the breach or cancellation thereof by Purchase Price, and the Seller shall promptly pay such party or otherwise; provided that such cooperation by Sellers shall not cause Sellers to violate any terms of such Assumed Contract; provided, further, that Purchasers shall assume all of the post-Closing liabilities of Sellers under such Assumed Contracts (other than Excluded Liabilities) reduction amount to the extent to which Purchasers receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1Purchaser.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchasersthe Purchaser, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of Purchasers the Purchaser thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Purchasers the Purchaser thereunder, then, at any the Purchaser’s request, Sellers the Seller shall cooperate with such the Purchaser in any reasonable arrangement designed to provide to such the Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of Purchasers (reasonable expenses to be borne by Purchasers) the Purchaser of any and all rights of the Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; otherwise; provided that such cooperation by the Sellers shall not cause the Sellers to violate any terms of such Assumed Contract; Contract; provided, further, that Purchasers the Purchaser shall assume all of the post-Closing liabilities of the Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Purchasers the Purchaser receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchasersthe Purchaser, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of Purchasers the Purchaser thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Purchasers the Purchaser thereunder, then, at any the Purchaser’s request, Sellers the Seller shall cooperate with such the Purchaser in any reasonable arrangement designed to provide to such the Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of Purchasers (reasonable expenses to be borne by Purchasers) the Purchaser of any and all rights of Sellers the Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; otherwise; provided that such cooperation by Sellers the Seller shall not cause Sellers the Seller to violate any terms of such Assumed Contract; Contract; provided, further, that Purchasers the Purchaser shall assume all of the post-Closing liabilities of Sellers the Seller under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Purchasers the Purchaser receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract Contracts or the transfer of any property or asset (including but not limited to any Permit) other Property requires the consent of any other Personparty thereto (other than any of Seller's Affiliates), or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to PurchasersBuyer, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property Contracts or asset other Property or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder thereof or in any way adversely affect the rights of Purchasers Seller thereunder. If such consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Purchasers Seller thereunder, then, at any Purchaser’s request, Sellers then Seller shall cooperate with such Purchaser Buyer in any reasonable arrangement designed to provide to such Purchaser Buyer the benefits under such Assumed Contracts, properties and assetsContracts or other Property, including without limitation, enforcement for the account of Purchasers (reasonable expenses to be borne by Purchasers) Buyer of any and all rights of Sellers Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; otherwise; provided that such cooperation by Sellers Seller (i) shall be at Buyer's cost and expense and (ii) shall not cause Sellers Seller to violate any terms of such Assumed Contract; Contract; provided, further, that Purchasers Buyer shall assume all of the post-Closing liabilities of Sellers Seller under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Purchasers Buyer receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1Without limiting the generality of Section 8.8, during the Pre-Closing Period and at all times following Closing, Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller and such other parties in doing, all things necessary, proper or advisable to obtain all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchasers, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of the Purchasers thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchasers thereunder, then, at any Purchaser’s the Purchasers’ request, the Sellers shall cooperate with such Purchaser the Purchasers in any reasonable arrangement designed to provide to such Purchaser the Purchasers the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of the Purchasers (reasonable expenses to be borne by Purchasers) of any and all rights of Sellers any Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; otherwise; provided that such cooperation by the Sellers shall not cause Sellers the applicable Seller to violate any terms of such Assumed Contract; Contract; provided, further, that the Purchasers shall assume all of the post-Closing liabilities of Sellers the applicable Seller under such Assumed Contracts (other than Excluded Liabilities) to the extent to which the Purchasers receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1.

Non-Assignable Assets. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchasers, this Agreement shall not constitute an agreement or an attempted agreement to transfer or assign any such Assumed Contractcontract, property license, Lease, commitment, sales or asset purchase order or any claim other agreement or any claim, right or any benefit (for purposes of this Section 2.3, an "agreement") arising thereunder or resulting therefrom if any such attempted transfer or assignment without the consent of any other party thereto would constitute a default thereunder breach thereof or would in any way adversely affect the rights of Purchasers the Sellers or Buyer thereunder. If Sellers have exercised, at Sellers' expense (and, if reasonably requested by Buyer, after the Closing Date will exercise, at Sellers' sole cost and expense) reasonable best efforts to obtain the consent of any party or parties to any such Contracts, licenses, Leases, commitments, sales orders, Customer Contracts, Operations Agreements, purchase orders or other agreements to the transfer or assignment or transfer of thereof by Sellers to Buyer in all cases in which such consent is required and on terms and conditions reasonably satisfactory to Buyer. If any such Assumed Contract, property or asset consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Purchasers thereunder, then, at any Purchaser’s requestBuyer or the Sellers thereunder such that Buyer would not in fact receive all such rights, Sellers shall cooperate with use commercially reasonable efforts to perform such Purchaser in any reasonable arrangement designed to provide to such Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement agreement for the account of Purchasers (reasonable expenses Buyer or otherwise cooperate with Buyer in any arrangement reasonably necessary to be borne by Purchasers) provide for Buyer the benefits and the corresponding obligations of any such agreement, including enforcement for the benefit of Buyer of any and all rights of the Sellers against the other party thereto arising out of the breach breach, termination or cancellation thereof of such agreement by such other party or otherwise; provided that such cooperation by Sellers shall not cause Sellers to violate any terms of such Assumed Contract; provided, further, that Purchasers shall assume all of the post-Closing liabilities of Sellers under such Assumed Contracts (other than Excluded Liabilities) to otherwise. To the extent the Sellers perform under any Permit or license for the benefit of Buyer pursuant to which Purchasers receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1this Section 2.3 and Buyer ultimately

Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to PurchasersAgreement, this Agreement shall not constitute an agreement to assign any Acquired Asset if such Assumed Contractassignment, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment without the consent of a third party thereto, would constitute a default thereunder breach or other contravention of such Acquired Asset or in any way materially adversely affect the rights of Purchasers Buyer or the Companies thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained prior to the assignment or transfer of any such Assumed Contract, property or asset is not obtainedClosing, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Purchasers thereunderthe applicable Company thereunder so that Buyer would not in fact receive all such rights and benefits unless expressly waived by Buyer, thensuch Company and Buyer will cooperate in a mutually agreeable, at any Purchaser’s request, Sellers shall cooperate with such Purchaser in any contractually permissible and commercially reasonable arrangement designed to provide to such Purchaser under which, after the Closing, Buyer would obtain the benefits under such Assumed Contracts, properties and assetsassume the obligations with respect to the relevant Acquired Asset in accordance with this Agreement, including without limitationsub-contracting, enforcement sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce for the account benefit of Purchasers (reasonable expenses to be borne by Purchasers) of Buyer or its assignee, with Buyer assuming such Company’s obligations, any and all rights of Sellers such Company against a third party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by such Company or any of its Affiliates in connection with any such arrangements; provided, however, the other party thereto arising out foregoing shall not apply if the failure to obtain any such consent causes a failure of any of the breach or cancellation conditions to Closing set forth herein, in which case the Closing shall proceed only if such failed condition is waived by the party entitled to the benefit thereof by such party or otherwise; provided that such cooperation by Sellers shall not cause Sellers to violate any in accordance with the terms of such Assumed Contract; provided, further, that Purchasers shall assume all of the post-Closing liabilities of Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Purchasers receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1this Agreement.

Non-Assignable Assets. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchasers, this Agreement shall not constitute an agreement or an attempted agreement to transfer or assign any such Assumed Contractcontract, property license, lease, commitment, sales or asset purchase order or any claim other agreement or any claim, right or any benefit (for purposes of this Section 2.3, an "agreement") arising thereunder or resulting therefrom if any such attempted transfer or assignment without the consent of any other party thereto would constitute a default thereunder breach thereof or would in any way adversely affect the rights of Purchasers Buyer or Seller thereunder. If Seller has exercised, at Seller's expense (and, if requested by Buyer, after the Closing Date will exercise) reasonable best efforts to obtain the consent of any party or parties to any such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the transfer or assignment or transfer of thereof by Seller to Buyer in all cases in which such consent is required and on terms and conditions reasonably satisfactory to Buyer. If any such Assumed Contract, property or asset consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Purchasers thereunderBuyer or Seller thereunder such that Buyer would not in fact receive all such rights, then, at any Purchaser’s request, Sellers Seller shall cooperate with use commercially reasonable efforts to perform such Purchaser in any reasonable arrangement designed to provide to such Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement agreement for the account of Purchasers (reasonable expenses Buyer or otherwise cooperate with Buyer in any arrangement reasonably necessary or desirable to be borne by Purchasers) provide for Buyer the benefits and the corresponding obligations of any such agreement, including without limitation enforcement for the benefit of Buyer of any and all rights of Sellers Seller against the other party thereto arising out of the breach breach, termination or cancellation thereof of such agreement by such other party or otherwise; provided that otherwise. To the extent Seller performs under any permit or license for the benefit of Buyer pursuant to this Section 2.3 and Buyer ultimately obtains such cooperation permit or license for itself, Seller shall, on demand by Sellers shall not cause Sellers to violate any terms of such Assumed Contract; providedBuyer, further, that Purchasers shall assume all of the post-Closing liabilities of Sellers relinquish its rights under such Assumed Contracts (other than Excluded Liabilities) permit or license with respect to the extent to which Purchasers receives the post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1Business.