Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. (i) Notwithstanding the foregoing, if any of the Transferred Material Contracts or Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, Purchaser may elect to either (i) have Seller permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Seller continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Purchaser shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If Purchaser elects item (ii) above, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Purchaser such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (ia) Notwithstanding the foregoing, if any of the Transferred Material Contracts or Purchased Assets are not assignable or transferable (each, each a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or as a result of the provisions of applicable Legal RequirementsLaw, and any of such Assignment Consents are Consent has not been obtained by Seller on or prior to the Closing DateClosing, Purchaser may elect to either (i) have Seller permanently retain consummate the Contemplated Transactions at the Closing without taking an assignment of the Non-Assignable Asset and all or any Liabilities relating thereto at the Closing; thereto, or (ii) consummate the Contemplated Transactions at the Closing and have Seller continue its efforts to obtain the Assignment Consents after Closing; provided, andthat, in either casesubject to Section 2.5(b), neither this Agreement and nor the related instruments of transfer contemplated hereby shall not constitute an assignment or transfer of such Non-Assignable AssetsAsset, and Purchaser shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If Purchaser elects item (ii) above, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Purchaser such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (ia) Notwithstanding the foregoing, if any of the Transferred Material Contracts Seller Contract or other Purchased Assets are Asset is not assignable or transferable (each, a “"Non-Assignable Asset”") without the consent of, or waiver by, a third party (each, an “Assignment a "Required Consent”"), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are Required Consent is not obtained by Seller on or prior to the Closing Date, Purchaser may elect to either (i) have Seller permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Seller continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable AssetsAsset, and Purchaser the Purchasing Parties or their designee(s) shall not assume Seller’s the Selling Parties' rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If Purchaser elects item (ii) aboveInstead, Seller without limiting the Selling Parties' obligations under Section 6.7 or the Purchasing Parties' rights under Section 9.1, each of the parties hereto shall use its commercially reasonable best efforts to obtain all such Assignment Required Consents as soon as reasonably practicable after the Closing Date and thereafter the Selling Parties shall assign to Purchaser or its designee such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (ia) Notwithstanding the foregoing, if any of the Transferred Material Contracts or Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are have not been obtained by Seller on Sellers at or prior to the Closing DateClosing, Purchaser may elect Sellers shall continue to either (i) have Seller permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Seller continue its use commercially reasonable efforts to obtain the Assignment Consents as soon as reasonably practicable after Closing, and, in either case, and this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Purchaser shall not assume Seller’s Sellers’ rights or obligations under such Non-Assignable Asset Assets (and such Non-Assignable Asset Assets shall not be included in the Purchased Assets). If Purchaser elects item (ii) aboveAfter the Closing, Seller upon receipt of an Assignment Consent with respect to any Non-Assignable Asset, Sellers shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Purchaser such Non-Assignable AssetsAsset. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (ia) Notwithstanding anything to the foregoingcontrary in this Agreement, if any of the Transferred Material Contracts or Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, Purchaser Buyer may elect to either (i) have Seller permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Seller continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Purchaser Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If Purchaser Buyer elects item (ii) above, Seller shall use its commercially reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Purchaser Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (ia) Notwithstanding the foregoing, if any of the Transferred Material Contracts Seller Contract or other Purchased Assets are Asset is not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an a “Assignment Required Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are Required Consent is not obtained by Seller on or prior to the Closing Date, Purchaser may elect to either (i) have Seller permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Seller continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable AssetsAsset, and Purchaser the Purchasing Parties or their designee(s) shall not assume Seller’s the Selling Parties’ rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If Purchaser elects item (ii) aboveInstead, Seller without limiting the Selling Parties’ obligations under Section 6.7 or the Purchasing Parties’ rights under Section 9.1, each of the parties hereto shall use its commercially reasonable best efforts to obtain all such Assignment Required Consents as soon as reasonably practicable after the Closing Date and thereafter the Selling Parties shall assign to Purchaser or its designee such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.