Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. This Agreement and any document ------------------------ delivered hereunder shall not constitute an assignment or an attempted assignment by a SELLER of any right contemplated to be assigned to BUYER hereunder: (a) That is not assignable by such SELLER without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach thereof; or (b) If the remedies for the enforcement or any other particular provisions thereof available to such SELLER would not pass to BUYER. Each SELLER shall use reasonable commercial efforts (but with no requirement to make any out-of-pocket expenditures) to obtain such consents of third parties as may be necessary for the assignment of such right by such SELLER. To the extent that such right of a SELLER is not assignable or where consents to the assignment thereof cannot be obtained as herein provided, such SELLER shall, at the Closing, assign to BUYER the full benefit thereof (which shall be deemed to be Assets) and grant to BUYER, to the extent permitted by applicable law, an irrevocable power of attorney to perform such SELLER's covenants and obligations under such rights in respect of the period after the Closing Date, and to enforce such SELLER's rights thereunder in the name of such SELLER but for the benefit of BUYER.

Non-Assignable Contracts. This Agreement and any document ------------------------ delivered hereunder shall not constitute an assignment or an attempted assignment by a SELLER of any right contemplated to be assigned to BUYER hereunder: (a) That is not assignable by such SELLER without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach thereof; or (b) If the remedies for the enforcement or any other particular provisions thereof available to such SELLER would not pass to BUYER. Each SELLER shall use reasonable commercial efforts (but with no requirement to make any out-of-pocket expenditures) to obtain such consents of third parties as may be necessary for the assignment of such right by such SELLER. To the extent that such right required third party consents relating to Change of a SELLER is not assignable or where consents Control Contracts that primarily relate to the assignment thereof canBusiness which are not be entered into by any of the Companies (such Change of Control Contracts being the “Asset Transfer Contracts”) have not been obtained as herein provided, such SELLER shall, at of the Closing, assign the Seller and its applicable Associated Companies shall, during the remaining term of such Asset Transfer Contracts, use reasonable best efforts to BUYER (a) obtain the full consent of the applicable third party, (b) make the benefit thereof (which shall be deemed to be Assets) and grant to BUYER, of such contracts available to the extent permitted by Purchaser so long as the Purchaser (i) cooperates with the Seller and its applicable law, an irrevocable power of attorney to perform such SELLER's covenants Associated Companies in connection therewith and (ii) satisfies the obligations under such rights in respect contracts associated with such benefits, and (c) enforce at the request of the period after Purchaser and at the Closing Dateexpense and for the account of the Purchaser, any rights of the Seller or its applicable Associated Companies arising from such Asset Transfer Contracts against the other party or parties thereto (including the right to elect to terminate any such contracts in accordance with the terms thereof). Prior to obtaining the applicable third party consent to an Asset Transfer Contract, such Asset Transfer Contract shall be retained by the Seller or its applicable Associated Company. The Seller and its applicable Associated Companies shall use reasonable best efforts to enforce such SELLER's rights thereunder avoid taking any action or suffering any omission which would limit or restrict or terminate in any material respect the name benefits to the Purchaser of such SELLER but retained Asset Transfer Contracts. With respect to any such retained Asset Transfer Contracts as to which the necessary consent for the benefit assignment to the Purchaser is obtained following the Closing, the Seller or its applicable Associated Company shall promptly transfer such retained Asset Transfer Contracts to the Purchaser by an instrument of BUYERconveyance reasonably satisfactory to the Purchaser.

Non-Assignable Contracts. This Agreement and To the extent that the assignment hereunder or pursuant to the Other Agreements by any document ------------------------ delivered hereunder shall not constitute an assignment or an attempted assignment by a SELLER Seller to the Buyer of any right contemplated to be assigned to BUYER hereunder: (a) That Contract is not assignable by such SELLER permitted or is not permitted without the consent of a third any other party to such Contract, this Agreement and the Other Agreements shall not be deemed to constitute an assignment of any such Contract if such consent has is not been obtained and given or if such assignment or attempted assignment otherwise would constitute a breach thereof; or (b) If of, or cause a loss of contractual benefits under, any such Contract, and the remedies for Buyer shall assume no Liabilities under any such Contract. Without in any way limiting the enforcement or any other particular provisions thereof available to such SELLER would not pass to BUYER. Each SELLER shall use reasonable commercial efforts (but with no requirement to make any out-of-pocket expenditures) Sellers’ obligation to obtain such all consents of third parties as may be and waivers necessary for the assignment of the Contracts to the Buyer hereunder, if any such right by such SELLER. To the extent that such right of a SELLER consent is not assignable obtained or where consents if such assignment is not permitted irrespective of consent, each Seller shall cooperate with the Buyer following the Closing in any reasonable arrangement designed to provide the Buyer with the rights and benefits (subject to the assignment thereof cannot be obtained as herein providedobligations) under any such Contract, such SELLER shall, at the Closing, assign to BUYER the full benefit thereof (which shall be deemed to be Assets) and grant to BUYER, to the extent permitted by applicable law, an irrevocable power of attorney to perform such SELLER's covenants and obligations under such rights in respect of the period after the Closing Date, and to enforce such SELLER's rights thereunder in the name of such SELLER but including enforcement for the benefit of BUYERthe Buyer of any and all rights of any Seller against any other party arising out of any such Contract by such other party and, if requested by the Buyer, acting as an agent on behalf of the Buyer or as the Buyer shall otherwise reasonably require. With respect to any such Contract, following the Closing each Seller shall continue use commercially reasonable efforts to obtain such consents or waivers. Upon the receipt of any such consent or waiver, the Sellers shall promptly assign such Contract to the Buyer for no additional consideration.

Non-Assignable Contracts. This Notwithstanding anything contained herein to the contrary, this Agreement and any document ------------------------ delivered hereunder shall not constitute an assignment or an agreement to assign any Assumed Contract if any attempted assignment by a SELLER of any right contemplated to be assigned to BUYER hereunder: (a) That is not assignable by such SELLER thereof without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment thereto would constitute a breach thereof; or (b) If thereof or adversely affect the remedies for rights of Buyer and Seller thereunder or if, by its nature, such contract cannot be assigned. With respect to each Assumed Contract that is a CPD Customer Contract, the enforcement parties agree that Buyer and Seller shall send to the Dealer party a joint notice advising the Dealer of the assignment of the CPD Customer Contracts and instructing such Dealer to make all future payments due or any other particular provisions thereof available to such SELLER would not pass become due after the Closing according to BUYERinstructions provided by Buyer. Each SELLER With respect to the Assumed Contracts identified on Schedule 2.5 hereto, Seller shall use commercially reasonable commercial efforts to obtain as soon as practicable following the date of this Agreement any written consents necessary to effect such assignment or transfer (but and, promptly following Seller’s receipt of any such consent, Seller shall promptly assign such Assumed Contracts to Buyer). Buyer shall cooperate with Seller, at no requirement additional cost to make any out-of-pocket expenditures) Buyer, in such manner as may be reasonably requested in connection with Seller’s efforts to obtain such consents consent. With respect to each Assumed Contract for which Seller has not obtained consent to assignment as of third parties as may be necessary for the assignment effective time of such right by such SELLER. To the extent that such right of a SELLER is not assignable or where consents to the assignment thereof cannot be obtained as herein provided, such SELLER shall, at the Closing, assign and until such consent to BUYER assignment or transfer has been obtained, Seller shall enter into any lawful arrangement to provide to Buyer the full benefit thereof (which shall be deemed to be Assets) and grant to BUYER, to the extent permitted by applicable law, an irrevocable power of attorney to perform such SELLER's covenants and obligations benefits under such rights in respect of the period after the Closing Date, and to enforce Assumed Contract as if such SELLER's rights thereunder in the name of such SELLER but for the benefit of BUYERconsent had been obtained.

Non-Assignable Contracts. This To the extent that the assignment hereunder by Seller to Buyer of any Assigned Contract is not permitted or is not permitted without the Consent of any other party to such Assigned Contract, this Agreement and any document ------------------------ delivered hereunder shall not be deemed to constitute an assignment or an attempted assignment by a SELLER of any right contemplated to be assigned to BUYER hereunder: (a) That is not assignable by such SELLER without the consent of a third party Assigned Contract if such consent has is not been obtained and given or if such assignment or attempted assignment otherwise would constitute a breach thereof; or (b) If the remedies for the enforcement of, or cause a loss of contractual benefits under, any other particular provisions thereof available to such SELLER would not pass to BUYERAssigned Contract, and Buyer shall assume no obligations or liabilities under any such Assigned Contract. Each SELLER Seller shall use reasonable commercial its best efforts (but to advise Buyer promptly in writing with no requirement respect to make any out-of-pocket expenditures) Assigned Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder. Without in any way limiting Seller’s obligation to obtain such all consents of third parties as may be and waivers necessary for the sale, transfer, assignment and delivery of the Assets to Buyer hereunder, if any such right by such SELLER. To the extent that such right of a SELLER consent is not assignable obtained or where consents to the if such assignment thereof canis not be obtained as herein provided, such SELLER shall, at the Closing, assign to BUYER the full benefit thereof (which shall be deemed to be Assets) permitted irrespective of consent and grant to BUYER, to the extent permitted by applicable law, an irrevocable power of attorney to perform such SELLER's covenants and obligations under such rights in respect of the period after the Closing Datehereunder is consummated, Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement designed to provide Buyer with the rights and to enforce benefits under any such SELLER's rights thereunder in the name of such SELLER but Assigned Contract, including enforcement for the benefit of BUYERBuyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Assigned Contract by such other party and, if requested by Xxxxx, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

Non-Assignable Contracts. This To the extent that any of the contracts, rights, or commitments for which assignment to Buyer or Acquisition Sub is provided herein are not assignable without the consent of another party, this Agreement and any document ------------------------ delivered hereunder shall not constitute an assignment or an attempted assignment by a SELLER of any right contemplated to be assigned to BUYER hereunder: (a) That is not assignable by such SELLER without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach thereof; or . Seller agrees to use Seller’s best efforts to obtain the consent of each other party to any such contract, right, or commitment to the assignment thereof to Buyer or Acquisition Sub in all cases in which such consent is required for assignment or transfer. If such consent is not obtained at or prior to the Closing, and if Buyer does not terminate this Agreement in accordance with the provisions of Section 10 hereof, Seller agrees to cooperate with Buyer and Acquisition Sub in subsequently seeking such consent and in any reasonable arrangements (bincluding billing arrangements) If designed to provide for Buyer and Acquisition Sub the remedies benefits under any such contract, right, or commitment, including enforcement at the cost and for the enforcement or account of Buyer and Acquisition Sub of any and all rights of Seller against each other particular provisions thereof available to such SELLER would not pass to BUYER. Each SELLER shall use reasonable commercial efforts (but with no requirement to make any out-of-pocket expenditures) to obtain such consents party thereto arising out of third parties as may be necessary for the assignment of such right cancellation by such SELLERother party or otherwise. To If and to the extent that such right of a SELLER is not assignable or where consents to the assignment thereof arrangements cannot be obtained as herein providedmade, such SELLER shall, at Seller will indemnify Buyer and Acquisition Sub for the Closing, assign to BUYER the full benefit thereof (which shall be deemed to be Assets) amounts due and grant to BUYER, to the extent permitted by applicable law, an irrevocable power of attorney to perform such SELLER's covenants and obligations payable under such rights contracts, rights, or commitments not assigned and not received by Buyer or Acquisition Sub (including any costs incurred in respect the process of the period after the Closing Dateseeking such assignment), and Buyer or Acquisition Sub shall nonetheless be responsible for performing on behalf of Seller with respect to enforce any such SELLER's rights thereunder in the name of such SELLER but for the benefit of BUYERcontract, right, or commitment.