Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiver.

Non-Assignable Assets. Notwithstanding anything to the contrary contained (a) Nothing in this Agreement, Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to the extent the sale, assignmentsell, transfer, conveyance assign, convey or delivery deliver any asset, property or right to Purchaser of Buyer (provided, that this Section 1.4(a) shall not affect whether any Assetasset, property or right shall be deemed to be an Acquired Asset for any other item to be delivered at Closingpurpose under this Agreement) which by its terms or by applicable Legal Requirement is not transferable or assignable, as applicable, without the consent or waiver of a third Person or is cancelable by a third Person in the event of such as a permittransfer or assignment without the consent or waiver of such third Person (collectively, license “Non-Assignable Assets”), in each case unless and until such consent or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which waiver shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereofobtained. Following the Closing, the parties Seller and Buyer shall use commercially reasonable best efforts efforts, and shall reasonably cooperate with each other other, to obtain promptly any such authorizations, approvals, consents consent or waiverswaiver; provided, however, that neither Sellers Seller nor Purchaser Buyer shall be required to pay any consideration therefor; provided further, other than filingthat, recordation or similar fees payable subject to any governmental authoritythe foregoing, which fees such cooperation by Seller shall be paid in accordance with Section 2.6. Pending such authorizationinclude, approvalwithout limitation, consent or waiver, the parties shall cooperate with each other promptly (but in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following event within five (5) business days after the Closing, then Purchaser ) delivering written notice to the Taxi & Limousine Commission of New York City (the “TLC”) (x) informing the TLC that Seller has transferred certain of its advertising business and Sellers shall enter into assets in connection with the transactions contemplated hereby and (y) identifying all medallions/“SHLs” that hold permits related to such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) transferred advertising business and assets based on the list that Buyer made available to provide Purchaser Seller prior to the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverClosing.

Non-Assignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Transferred Asset, including any Contract, Governmental Authorizations, certificate, approval, authorization or other right, which by its terms or by Applicable Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment ("Nonassignable Assets") unless and until such consent shall have been obtained. Seller shall, and shall cause its IP Affiliates to, (i) use its or their commercially reasonable efforts to obtain at the earliest practicable date all consents, waivers, approvals and notices that are required to effectuate the transactions contemplated by this Agreement (including without limitation in connection with the ROM Code related mask works and ROM code related to the Seller Products, as requested by Purchaser 2) and (ii) use its or their commercially reasonable efforts to take, or cause to be taken, all actions to enable and facilitate Purchaser 2's efforts to effect the transfer and/or assignment of the ROM Code related mask works to Purchaser 1 and ROM code related to the Seller Products to Purchaser 2, including without limitation Purchaser 2's efforts to obtain consents in connection therewith. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation none of the Business (an "Applicable Law") Purchasers or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser their respective Affiliates shall be required to pay any consideration thereforamounts in connection with obtaining any consent, other than filing, recordation waiver or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset permitted by Applicable Law, in the event consents to the assignment thereof cannot be transferred obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the full applicable IP Affiliate of Seller in trust for the applicable Purchaser and the covenants and obligations thereunder shall be performed by the applicable Purchaser in Seller's or such IP Affiliate's name and all benefits and obligations existing thereunder shall be for such Purchaser's account. Seller shall take or cause to be taken at Seller's expense such actions in its name or otherwise as such Purchaser may reasonably request so as to provide such Purchaser with the benefits of use the Nonassignable Assets and to effect collection of any money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable IP Affiliate of Seller shall promptly pay over to such Asset canPurchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its IP Affiliates authorizes each Purchaser, to the extent permitted by Applicable Law and the terms of the Nonassignable Assets, at such Purchaser's expense, to perform all the obligations and receive all the benefits of Seller or its IP Affiliates under the Nonassignable Assets and appoints each Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable IP Affiliate of Seller and on such IP Affiliate's behalf with respect thereto. The Parties acknowledge that the assets of the Indian Subsidiary will not be provided transferred until debonding takes place in connection with STPI and three (3) new leases in replacement of the Indian Subsidiary Leases are fully executed and delivered by and between the landlord(s) under the Indian Subsidiary Leases and the India Entity (in respect of the Indian Subsidiary's current premises) (such period being known as the "Transition Period"). During the Transition Period, the Indian Subsidiary shall continue to Purchaser following operate such assets for the Closing, then Purchaser benefit of the India Entity as described in clause (a) above and Sellers shall enter into such arrangements for no additional consideration from Purchaser use its commercially reasonable efforts (including subleasing or subcontracting if permittedat its sole cost) to obtain at the earliest practicable date satisfaction of such conditions. During the Transition Period the Indian Subsidiary shall (i) operate its business in the ordinary course of business consistent with past practice, (ii) provide Purchaser reasonable access and inspection rights to the economic employees, assets and premises of the Indian Subsidiary, (taking into account tax iii) maintain existing insurance policies in full force and effect and for the benefit of the India Entity, (iv) refrain from placing liens on any assets of the Indian Subsidiary, (v) not terminate any of its employees, (vi) continue to provide the same level of salary and benefits to its existing employees, and (vii) take instructions on the operations of the assets from the India Entity. The India Entity agrees to pay the reasonable costs of operating such assets on behalf of the India Entity, including employee and benefits) lease costs, during the Transition Period based on actual costs incurred by the Indian Subsidiary with no added xxxx-up. The Indian Subsidiary and operational equivalent the India Entity shall use commercially reasonable efforts to make the Transition Period as brief as reasonably practicable. After the Transition Period, the India Entity shall provide reasonable access to its management employees and books and records in order to facilitate the winding down of obtaining such authorization, approval, consent or waiverthe affairs of the Indian Subsidiary.

Non-Assignable Assets. Notwithstanding anything herein to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, Purchased Asset is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") Legal Requirement or would require any governmental or third party authorizations, approvals, consents or waivers Consents which shall not have been obtained prior to the Closing (after Sellers' Seller's TCAS Asset Purchase Agreement reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waiversConsents; provided, however, that neither Sellers nor Purchaser Buyer shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6Governmental Body. Pending such authorization, approval, consent or waiverConsents, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of the Purchased Assets in question and, provided Buyer receives such Assetbenefit of use thereof, Buyer shall pay or satisfy the Assumed Liabilities, if any, corresponding thereto. Once such authorization, approval, consent or waiver is Consents are obtained, the Sellers Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits of use of any such Purchased Asset cannot be provided to Purchaser Buyer following the Closing, then Purchaser Buyer and Sellers Seller shall enter into such arrangements for no additional consideration from Purchaser Buyer (including subleasing or subcontracting if to the extent permitted) to provide Purchaser Buyer the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverConsents.