Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. (a) None of the Key Holder Parties nor the Group Companies shall be required to assign or transfer any Contributed Asset which by its terms or by Law is not assignable or transferable without the consent or approval of any Governmental Authority or other third party or satisfaction of any condition (each “Conditional Transfer Asset”), unless and until such consent or approval has been obtained or such condition has been satisfied, or any Non-Transferred Contributed Asset. (b) The Key Holder and the Company shall, and shall cause each of the Key Holder Parties and the Group Companies to, use commercially reasonable efforts to obtain as expeditiously as possible any consent or approval that may be required and to satisfy any condition necessary to the assignment or transfer of a Conditional Transfer Asset to the Group Companies. (A) With respect to any Conditional Transfer Asset that is not a Contract, unless and until any such consent or approval that may be required is obtained or any such condition is satisfied, to the extent permitted by applicable Law and by the terms of the applicable Conditional Transfer Asset, the Key Holder and the Company shall, and shall cause each of the Key Holder Parties and the Group Companies to, cooperate and use commercially reasonable efforts to establish an arrangement (including subcontracting, sublicensing or subleasing arrangements) under which the Group Companies would obtain the rights and benefits and assume the corresponding liabilities and obligations under such Conditional Transfer Asset or under which the Key Holder or the Key Holder Parties would, at the reasonable request of the Group Companies, enforce for the benefit of the Group Companies, in respect of such Conditional Transfer Asset, any and all claims, rights and benefits of the Key Holder and its Subsidiaries against a third party; (B) with respect to any Conditional Transfer Asset that is a Contract, the Parties shall discuss in good faith and agree upon the arrangement to ensure that the arrangements under this Section 4.9(c) can be applied to such Contract, unless such arrangements are expressly provided for under the Framework Restructuring Agreement. The foregoing arrangement shall not apply to a Transferred Employee. (d) If and when all such consents or approvals are obtained and all such conditions are satisfied in respect of the relevant Conditional Transfer Asset, the transfer of such Conditional Transfer Asset to the Group Companies shall be effected in accordance with the terms of the Restructuring Documents.

Non-Assignable Assets. (a) None of the Key Holder, the Key Holder Parties nor Parties, the Company or the Group Companies shall will be required to assign or transfer any Contributed Asset Assets which by its terms or by Law is not assignable or transferable without the consent or approval of any Governmental Authority or other third party or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (each a “Conditional Transfer Non-assignable Asset”), unless and until such consent or approval has shall have been obtained or such condition has been satisfied, or any Non-Transferred Contributed Asset. (b) The Key Holder and the Company shall, and shall cause each Each of the Key Holder, the Key Holder Parties and Parties, the Company or the Group Companies to, shall use its commercially reasonable best efforts to obtain as expeditiously as possible any consent or approval that may be required and to satisfy any a condition necessary to the assignment or transfer of a Conditional Transfer Non-assignable Asset to the Group Companies. (Ac) With respect to any Conditional Transfer Asset that is not a Contract, unless Unless and until any such consent or approval that may be required is obtained or any such condition is satisfied, to the extent permitted by applicable Law and by the terms of the applicable Conditional Transfer Non-assignable Asset, each of the Key Holder, the Key Holder and Parties, the Company shall, and shall cause each of the Key Holder Parties and or the Group Companies to, shall cooperate and use its commercially reasonable best efforts to establish an arrangement (including subcontracting, sublicensing or subleasing arrangements) under which the Group Companies would obtain the rights and benefits and assume the corresponding liabilities and obligations under such Conditional Transfer Non-assignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement, as applicable) or under which the Key Holder or the Key Holder Parties would, at the reasonable request and at the costs and expenses of the Group Companies, enforce for the benefit of the Group Companies, in respect of such Conditional Transfer Non-assignable Asset, any and all claims, rights and benefits of the Key Holder and its Subsidiaries against a third party; (B) with respect to any Conditional Transfer Asset that is a Contract, the Parties shall discuss in good faith and agree upon the arrangement to ensure that the arrangements under this Section 4.9(c) can be applied to such Contract, unless such arrangements are expressly provided for under the Framework Restructuring Agreementparty thereto. The foregoing arrangement shall not apply to a Transferred Employee. (d) If and when all such the applicable consents or approvals approvals, the absence of which caused the deferral of transfer of any Non-assignable Asset pursuant to this Section 4.19, are obtained and all such conditions are satisfied in respect of the relevant Conditional Transfer Assetobtained, the transfer of such Conditional Transfer the applicable Non-assignable Asset to the Group Companies shall automatically and without further action be effected in accordance with the terms of the Restructuring Documents. (e) For any Non-assignable Contract, the Lead Purchasers, the Company and the Key Holder shall discuss in good faith and agree upon the arrangement to ensure that the arrangements under this Section 4.19 can be applied to such Contract.

Non-Assignable Assets. (a) None of the Key Holder Parties nor Holder, the Contributing Parties, the Company or the Group Companies shall will be required to assign or transfer any Contributed Asset Assets which by its terms or by Law is not assignable or transferable without the consent or approval of any Governmental Authority or other third party or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (each a “Conditional Transfer Non-assignable Asset”), unless and until such consent or approval has shall have been obtained or such condition has been satisfied, or any Non-Transferred Contributed Asset. (b) The Key Holder and the Company shall, and shall cause each Each of the Key Holder Parties and Holder, the Contributing Parties, the Company or the Group Companies to, shall use its commercially reasonable efforts to obtain as expeditiously as possible any consent or approval that may be required and to satisfy any a condition necessary to the assignment or transfer of a Conditional Transfer Non-assignable Asset to the Group Companies. (Ac) With respect to any Conditional Transfer Asset that is not a Contract, unless Unless and until any such consent or approval that may be required is obtained or any such condition is satisfied, to the extent permitted by applicable Law and by the terms of the applicable Conditional Transfer Non-assignable Asset, the Key Holder and the Company shall, and shall cause each of the Key Holder Parties and Holder, the Contributing Parties, the Company or the Group Companies to, shall cooperate and use its commercially reasonable efforts to establish an arrangement (including subcontracting, sublicensing or subleasing arrangements) under which the Group Companies would obtain the rights and benefits and assume the corresponding liabilities Liabilities and obligations under such Conditional Transfer Non-assignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement, as applicable) or under which the Key Holder or the Key Holder Contributing Parties would, at the reasonable request and at the costs and expenses of the Group Companies, enforce for the benefit of the Group Companies, in respect of such Conditional Transfer Non-assignable Asset, any and all claims, rights and benefits of the Key Holder and its Subsidiaries the Contributing Party against a third party; (B) with respect to any Conditional Transfer Asset that is a Contract, the Parties shall discuss in good faith and agree upon the arrangement to ensure that the arrangements under this Section 4.9(c) can be applied to such Contract, unless such arrangements are expressly provided for under the Framework Restructuring Agreementparty thereto. The foregoing arrangement shall not apply to a Transferred Employee. (d) If and when all such the applicable consents or approvals approvals, the absence of which caused the deferral of transfer of any Non-assignable Asset pursuant to this Section 5.20, are obtained and all such conditions are satisfied in respect of the relevant Conditional Transfer Assetobtained, the transfer of such Conditional Transfer the applicable Non-assignable Asset to the Group Companies shall automatically and without further action be effected in accordance with the terms of the Restructuring Documents, and the Key Holder shall be responsible for any such costs and expenses incurred in respect of such transfer. (e) For any Non-assignable IP, the Key Holder shall, or shall cause the Contributing Parties, to grant a perpetual, irrevocable, exclusive, free-of-charge, transferable and sub-license in respect of each non-assignable IP to the relevant Group Companies in accordance with the terms of Restructuring Documents, and the Key Holder shall be responsible for any such costs and expenses incurred in respect of such license. (f) For any Non-assignable Fixed Assets, the Key Holder shall, or shall cause the Contributing Parties, to lease each non-assignable Fixed Assets in perpetuity at no cost to the relevant Group Companies in accordance with the terms of Restructuring Documents, and the Key Holder shall be responsible for any such costs and expenses incurred in respect of such lease other than the costs and expenses for maintenance of such Non-assignable Fixed Assets. (g) For any Non-assignable Contract, the Company and the Key Holder shall discuss in good faith and agree upon the arrangement to ensure that the arrangements under this Section 5.20 can be applied to such Contract at no cost to the relevant Group Company, and the Key Holder shall be responsible for any such costs and expenses incurred in respect of such lease.

Non-Assignable Assets. (ai) None of the Key Holder JD Parties nor the Group Companies shall and their Affiliates will be required to assign or transfer any Contributed Asset Transferred Assets which by its terms or by Law law is not assignable or transferable without the consent or approval of any Governmental Authority or other third party or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (each a “Conditional Transfer Non-assignable Asset”), unless and until such consent or approval has shall have been obtained or such condition has been satisfied, or any Non-Transferred Contributed Asset. (bii) The Key Holder Each of JD Parties and the Company shall, and shall cause each of the Key Holder Parties their Affiliates and the Group Companies to, shall use its commercially reasonable efforts to obtain as expeditiously as possible any consent or approval that may be required and to satisfy any a condition necessary to the assignment or transfer of a Conditional Transfer Non-assignable Asset to the Group Companies. The JD Parties and the Group Companies shall keep each other fully informed in a timely manner as to all developments regarding such consents and approvals. (Aiii) With respect to any Conditional Transfer Asset that is not a Contract, unless Unless and until any such consent or approval that may be required is obtained or any such condition is satisfied, to the extent permitted by applicable Law and by the terms of the applicable Conditional Transfer Non-assignable Asset, the Key Holder and the Company shall, and shall cause each of the Key Holder JD Parties and their relevant Affiliates or the Group Companies to, shall cooperate and use its commercially reasonable efforts to establish an arrangement (including subcontracting, sublicensing or subleasing arrangements) under which the Group Companies would obtain the rights and benefits and assume the corresponding liabilities and obligations under such Conditional Transfer Non-assignable Asset (including by means of any subcontracting, sublicensing or under which subleasing arrangement, as applicable) from the Key Holder or the Key Holder Parties would, at the reasonable request of the Group Companies, enforce for the benefit of the Group Companies, in respect of such Conditional Transfer Asset, any and all claims, rights and benefits of the Key Holder and its Subsidiaries against a third party; (B) with respect to any Conditional Transfer Asset that is a Contract, the Parties shall discuss in good faith and agree upon the arrangement to ensure that the arrangements under this Section 4.9(c) can be applied to such Contract, unless such arrangements are expressly provided for under the Framework Restructuring Agreement. The foregoing arrangement shall not apply to a Transferred EmployeeClosing. (div) If and when all such the applicable consents or approvals approvals, the absence of which caused the deferral of transfer of any Non-assignable Asset pursuant to this Section 6.2(b), are obtained and all such conditions are satisfied in respect of the relevant Conditional Transfer Assetobtained, the transfer of such Conditional Transfer the applicable Non-assignable Asset to the Group Companies shall automatically and without further action be effected in accordance with the terms of the Restructuring DocumentsImplementation Agreements.