Common use of Non-Assignment of Assets Clause in Contracts

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset if (a) an attempted assignment thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach thereof or in any way adversely affect the rights of Purchaser thereunder and (b) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, Sellers and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rights, such Seller and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such Seller, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which such Seller would enforce for the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party thereto.

Non-Assignment of Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (including any Purchased Contract) if (ai) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely to subject Purchaser, its Affiliates or any of its or their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto thereto, would constitute a breach, default or violation thereof or of any Law or Order (each such action, a “Necessary Consent”), would constitute a breach thereof or in any way adversely affect the rights of Purchaser thereunder and or (bii) the Bankruptcy Court has not entered an Order providing that (including, for the avoidance of doubt, the Approval Order) approving such Necessary Consent is not requiredassignment or transfer. In such event, Sellers such assignment or transfer is subject to such Necessary Consent being obtained and Seller and Purchaser will use their commercially respective reasonable best efforts to obtain the Necessary Consents with respect to any such Purchased Asset (including any Purchased Contract) or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers Seller will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings Legal Proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would give rise to any of the circumstances described in clauses (i) or (ii) of the first sentence of this Section 2.6(a), be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all to such rightsPurchased Asset following the Closing, such (x) Seller and Purchaser will, and will cooperate in a mutually agreeable arrangementcause their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with one another to obtain such Necessary Consents, to the extent feasible and at no expense to such Seller, under which feasible) as may be necessary so that Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting(2) complete any such assignments or transfers as soon as reasonably practicable, sub-licensingand (3) upon receipt of any applicable Necessary Consents, to transfer or sub-leasing assign the applicable Purchased Asset to Purchaser, or under which such and (y) Seller would enforce for will, and will cause its Affiliates to, cooperate with Purchaser in good faith without further consideration in any arrangement reasonably acceptable to Purchaser and Seller intended to provide Purchaser with the benefit of any such Purchased Assets. (b) Subject to Section 2.6(a), if after the Closing (i) Purchaser or its designee holds any Excluded Assets or Excluded Liabilities or (ii) Seller holds any Purchased Assets or Assumed Liabilities, Purchaser or Seller will promptly transfer (or cause to be transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party. Prior to any such transfer, the Party receiving or possessing any such asset will hold it in trust for such other Party. (c) Notwithstanding anything herein to the contrary, at any time prior to the date that is the later of (but in no event later than five Business Days prior to the Closing) (i) five days after the resolution of any dispute with a non-debtor party to a Purchased Contract relating to the Cure Costs or adequate assurance of future performance required under Section 365 of the Bankruptcy Code and (ii) the conclusion of the cure objection hearing relating to any particular Purchased Contract as to which a cure objection has been timely filed, Purchaser assuming such Seller’s obligations will be entitled, in its sole and absolute discretion, to remove any Contract from Schedule 2.5(a) by providing written notice thereof to Seller and any and Contract so removed will be deemed to be an “Excluded Asset” for all rights purposes hereunder. Seller will not reject or seek to reject any Contract that is a Purchased Contract without the consent of such Seller against a third party theretoPurchaser.

Non-Assignment of Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset if (ai) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent” or collectively, the “Necessary Consents”), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect the rights of Purchaser thereunder and (bii) the Bankruptcy Court has not entered an Order providing that approving such Necessary Consent is not requiredassignment or transfer. In such event, such assignment or transfer is subject to such Necessary Consent being obtained and Sellers and Purchaser will use their commercially respective reasonable best efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings Legal Proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all to such rightsPurchased Asset following the Closing, such Seller Sellers and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such Sellerfeasible, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this AgreementAgreement and the Sale Order. (b) Subject to Section 2.6(a), including subcontractingif after the Closing (i) Purchaser holds any Excluded Assets or Excluded Liabilities or (ii) any Seller holds any Purchased Assets or Assumed Liabilities, sub-licensingPurchaser or the applicable Seller, will promptly transfer (or sub-leasing cause to Purchaserbe transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party. Prior to any such transfer, the Party receiving or under which possessing any such Seller would enforce asset will hold it in trust for such other Party. (c) Notwithstanding anything herein to the benefit of contrary, at any time prior to the Closing Date, Purchaser with Purchaser assuming such Seller’s obligations will be entitled, in its sole discretion, to remove any Contract from Schedule 2.1(b)(v) by providing written notice thereof to Sellers and any and Contract so removed will be deemed to be an “Excluded Asset” for all rights of such Seller against a third party theretopurposes hereunder.

Non-Assignment of Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (including any Purchased Contract) if (ai) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely to subject Purchaser, its Affiliates or any of its or their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect the rights of Purchaser thereunder and or (bii) the Bankruptcy Court has not entered an Order providing that approving such Necessary Consent is not requiredassignment or transfer. In such event, such assignment or transfer is subject to such Necessary Consent being obtained and Sellers and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset (including any Purchased Contract) or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would give rise to any of the circumstances described in clauses (i) or (ii) of the first sentence of this Section 2.8(a), be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all to such rightsPurchased Asset following the Closing, such Seller (x) Sellers and Purchaser will, and will cooperate in a mutually agreeable arrangementcause their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with one another to obtain such Necessary Consents, to the extent feasible and at no expense to such Seller, under which feasible) as may be necessary so that Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting(2) complete any such assignments or transfers as soon as reasonably practicable, sub-licensingand (3) upon receipt of any applicable Necessary Consents, to transfer or sub-leasing assign the applicable Purchased Asset to Purchaser, or under which such Seller would enforce for and (y) Sellers will, and will cause their respective Affiliates to, cooperate with Purchaser in good faith without further consideration in any arrangement reasonably acceptable to Purchaser and Sellers intended to provide Purchaser with the benefit of any such Purchased Assets. (b) Subject to Section 2.8(a), if after the Closing (i) Purchaser or its designee holds any Excluded Assets or Excluded Liabilities or (ii) any Seller holds any Purchased Assets or Assumed Liabilities, Purchaser or the applicable Seller will promptly transfer (or cause to be transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party. Prior to any such transfer, the Party receiving or possessing any such asset will hold it in trust for such other Party. (c) Notwithstanding anything herein to the contrary, at any time prior to the date that is the later of (i) five days after the resolution of any dispute with a non- debtor party to a Purchased Contract relating to the Cure Costs or adequate assurance of future performance required under Section 365 of the Bankruptcy Code and (ii) the conclusion of the cure objection hearing relating to any particular Purchased Contract as to which a cure objection has been timely filed, Purchaser assuming such Seller’s obligations will be entitled, in its sole and absolute discretion, to remove any Contract from Schedule 2.7(a) by providing written notice thereof to Sellers and any and Contract so removed will be deemed to be an “Excluded Asset” for all rights purposes hereunder. Sellers will not reject or seek to reject any Contract that is a Purchased Contract without the consent of such Seller against a third party theretoPurchaser.

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset Contract if (a) an attempted assignment thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach thereof or in any way adversely affect the rights of Purchaser Buyer thereunder and (b) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, and without limiting any other provision of this Agreement, Sellers and Purchaser Buyer will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset Contract or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Buyer as Purchaser Buyer may reasonably request; provided, however, that Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation Actions or legal proceedings Proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser Buyer would not in fact receive all such rights, such Seller and Purchaser Buyer will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such Seller, under which Purchaser Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, licensing or sub-leasing to PurchaserBuyer, or under which such Seller would enforce such rights for the benefit of Purchaser Buyer with Purchaser Buyer assuming such Seller’s obligations and any and all rights of such Seller against a third party thereto.

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to (a) If the contrarysale, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset if (a) of the Contracts, or a request for permission to sell, assign or transfer any Contracts requires the consent of any Person not a party to this Agreement, then this Agreement shall not constitute a contract to assign such Contract, until such time as such consent has been received to the extent that an attempted assignment thereof, without the approval, authorization or such consent of, or granting or issuance of any license or permit by, any third party thereto would (each such action, a “Necessary Consent”), would i) constitute a breach thereof under any agreement applicable to the Asset, (ii) create rights in others not desired by any Seller, or (iii) create rights in third parties against any way adversely affect the rights of Purchaser thereunder and Sellers (such Contracts, “Restricted Contracts”). (b) To the Bankruptcy Court has not entered an Order providing extent that such Necessary Consent is not required. In such event, Sellers and Purchaser will use their commercially reasonable efforts the Buyer are unable to obtain the Necessary Consents any required consent with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for Restricted Contracts prior to the assignment thereof Closing, Buyer will be required to Purchaser as Purchaser may reasonably request; provided, however, consummate the transactions contemplated by this Agreement notwithstanding that Sellers will such Restricted Contracts shall not be obligated assigned and without any adjustment to pay any consideration therefor the Purchase Price. With respect to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or approval. If such Necessary Consent is not obtainedRestricted Contract, or on the Closing Date, if an attempted assignment thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rights, such Seller and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible permitted by applicable Laws and at no expense the pertinent Restricted Contract, Buyer shall assume the responsibility to supervise, manage, administer and otherwise discharge the duties that were discharged by Sellers with respect to such SellerRestricted Contract prior to the Closing Date and shall indemnify Sellers for any Damages incurred by them to the extent Buyer fails to do so, and Buyer shall be entitled to, and Sellers shall take all actions reasonably requested by Buyer to ensure that Buyer receives, all rights, privileges and powers of Sellers under which Purchaser would obtain such Restricted Contract, until the benefits and requisite approvals are obtained (or the relevant contracts amended to provide) for Buyer to assume the obligations rights, privileges and powers of Sellers thereunder. Upon the receipt of such approval (or the amendment of such contracts), Buyer will assume the rights, privileges and powers of Sellers thereunder in accordance with the terms of this AgreementAgreement and the aforesaid rights, including subcontracting, sub-licensing, or sub-leasing privileges and powers under such Restricted Contract shall be assigned to Purchaser, or under which and assumed by Buyer and such Seller would enforce for the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party theretoRestricted Contract shall become an Asset.

Non-Assignment of Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (including any Purchased Contract) if (ai) (A) it is prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely to subject Purchaser, its Affiliates or any of its or their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto thereto, would constitute a breach, default or violation thereof or of any Law (each such action, a “Necessary Consent”), would constitute a breach thereof or in any way adversely affect the rights of Purchaser thereunder and or (bii) the Bankruptcy Court has not entered an Order providing that (including, for the avoidance of doubt, the Sale Order) approving such Necessary Consent is not requiredassignment or transfer. In such event, such assignment or transfer is subject to such Necessary Consent being obtained and Sellers and Purchaser will use their respective commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset (including any Purchased Contract) or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that neither Sellers nor Purchaser will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings Legal Proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would give rise to any of the circumstances described in clauses (i) or (ii) of the first sentence of this Section 2.6(a), be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all to such rightsPurchased Asset following the Closing, such Seller (x) Sellers and Purchaser will, and will cooperate in a mutually agreeable arrangementcause their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with one another to obtain such Necessary Consents, to the extent feasible and at no expense to such Seller, under which feasible) as may be necessary so that Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting(2) complete any such assignments or transfers as soon as reasonably practicable, sub-licensingand (3) upon receipt of any applicable Necessary Consents, to transfer or sub-leasing assign the applicable Purchased Asset to Purchaser, or under which such Seller would enforce for and (y) Sellers will, and will cause their respective Affiliates to, cooperate with Purchaser in good faith without further consideration in any arrangement reasonably acceptable to Purchaser and Sellers intended to provide Purchaser with the benefit of any such Purchased Assets. (b) Subject to Section 2.6(a), if after the Closing (i) Purchaser with or its designee holds any Excluded Assets or Excluded Liabilities or (ii) any Seller holds any Purchased Assets or Assumed Liabilities, Purchaser assuming or the applicable Seller will promptly transfer (or cause to be transferred) such Seller’s obligations and assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party. Prior to any and all rights of such Seller against a third party theretotransfer, the Party receiving or possessing any such asset will hold it in trust for such other Party.

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will shall not constitute an agreement to assign or transfer and will shall not effect the assignment or transfer of any Purchased Asset if (a) an attempted assignment thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto other than any Seller (each such action, a “Necessary Consent”), would constitute a breach thereof (after giving effect to any elimination of such approval, authorization or consent requirement by operation of the Sale Order) or in any way adversely affect the rights or obligations of Purchaser thereunder and such Necessary Consent is not obtained and (b) the Bankruptcy Court has shall not have entered an Order providing that such Necessary Consent is not required. In such event, Sellers and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings Legal Proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if such Purchased Asset or an attempted assignment thereof would otherwise be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rights, such Seller Sellers and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such SellerSellers, under which Purchaser would obtain the benefits and assume the obligations (to the extent otherwise constituting Assumed Liabilities hereunder) thereunder in accordance with this Agreement, including subcontracting, sub-licensing, sublicensing or sub-leasing subleasing to Purchaser, or under which such Seller Sellers would enforce for the benefit of Purchaser of, and at the direction of, Purchaser, with Purchaser assuming such Seller’s Sellers’ obligations and (to the extent otherwise constituting Assumed Liabilities hereunder), any and all rights of such Seller against a third party theretoSellers thereunder.

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will shall not constitute an agreement to assign or transfer and will shall not effect the assignment or transfer of any Purchased Asset if (a) an attempted assignment thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “"Necessary Consent”"), would constitute a breach thereof or in any way adversely affect the rights of Purchaser thereunder and (b) the Bankruptcy Court has shall not have entered an Order providing that such Necessary Consent is not required. In such event, Sellers and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rights, such Seller and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such Seller, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which such Seller would enforce for the benefit of Purchaser with Purchaser assuming such Seller’s 's obligations and any and all rights of such Seller against a third party thereto.

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will shall not constitute an agreement to assign or transfer and will shall not effect affect the assignment or transfer of any Purchased Asset if (a) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto or a Governmental Body (each such action, a “Necessary Consent”), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect the rights of the Purchaser thereunder and (b) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, such assignment or transfer is subject to such Necessary Consent being obtained, and the Sellers and Purchaser will shall use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to the Purchaser as the Purchaser may reasonably request; provided. For the avoidance of doubt, however, any asset that Sellers will would be a Purchased Asset but is not assigned in accordance with this Section 2.5 shall not be obligated considered a “Purchased Asset” for purposes hereof unless and until such asset is assigned to pay the Purchaser following the Closing Date upon receipt of any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or Necessary Consent and Bankruptcy Court approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that the Purchaser would not in fact receive all such rights, such Seller and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such SellerPurchased Asset following the Closing, under which the Sellers shall cooperate with the Purchaser would in any reasonable arrangement to provide for the Purchaser to obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-sub licensing, or sub-leasing to tot Purchaser, or under which such the applicable Seller would enforce for the benefit of the Purchaser with Purchaser assuming such Seller’s obligations and any and all of its rights of such Seller against a third party theretothereunder.

Non-Assignment of Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (including any Purchased Contract) if (ai) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely to subject Purchaser, its Affiliates or any of its or their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect the rights of Purchaser thereunder and or (bii) the Bankruptcy Court has not entered an Order providing that approving such Necessary Consent is not requiredassignment or transfer. In such event, such assignment or transfer is subject to such Necessary Consent being obtained and Sellers and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset (including any Purchased Contract) or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would give rise to any of the circumstances described in clauses (i) or (ii) of the first sentence of this Section 2.8(a), be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all to such rightsPurchased Asset following the Closing, such Seller (x) Sellers and Purchaser will, and will cooperate in a mutually agreeable arrangementcause their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with one another to obtain such Necessary Consents, to the extent feasible and at no expense to such Seller, under which feasible) as may be necessary so that Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting(2) complete any such assignments or transfers as soon as reasonably practicable, sub-licensingand (3) upon receipt of any applicable Necessary Consents, to transfer or sub-leasing assign the applicable Purchased Asset to Purchaser, or under which such Seller would enforce for and (y) Sellers will, and will cause their respective Affiliates to, cooperate with Purchaser in good faith without further consideration in any arrangement reasonably acceptable to Purchaser and Sellers intended to provide Purchaser with the benefit of any such Purchased Assets. (b) Subject to Section 2.8(a), if after the Closing (i) Purchaser or its designee holds any Excluded Assets or Excluded Liabilities or (ii) any Seller holds any Purchased Assets or Assumed Liabilities, Purchaser or the applicable Seller will promptly transfer (or cause to be transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party. Prior to any such transfer, the Party receiving or possessing any such asset will hold it in trust for such other Party. (c) Notwithstanding anything herein to the contrary, at any time prior to the date that is the later of (i) five days after the resolution of any dispute with a non-debtor party to a Purchased Contract relating to the Cure Costs or adequate assurance of future performance required under Section 365 of the Bankruptcy Code and (ii) the conclusion of the cure objection hearing relating to any particular Purchased Contract as to which a cure objection has been timely filed, Purchaser assuming such Seller’s obligations will be entitled, in its sole and absolute discretion, to remove any and all rights of such Seller against a third party thereto.Contract from

Non-Assignment of Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset if (ai) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect the rights of Purchaser thereunder and (bii) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, such assignment or transfer is subject to such Necessary Consent being obtained and Sellers and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all to such rightsPurchased Asset following the Closing, such Seller the Sellers and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such Sellerfeasible, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which such the applicable Seller would enforce for the benefit of Purchaser all of its rights thereunder and with Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party thereto. (b) Subject to Section 2.6(a), if after the Closing (i) Purchaser holds any Excluded Assets or Excluded Liabilities or (ii) any Seller holds any Purchased Assets or Assumed Liabilities, Purchaser or the applicable Seller, will promptly transfer (or cause to be transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other party. Prior to any such transfer, the party receiving or possessing any such asset will hold it in trust for such other party. (c) Notwithstanding anything herein to the contrary, if as of the Closing, with respect to any Purchased Contract, there is any dispute with a non-debtor party relating to Cure Costs or adequate assurance or there has been a timely filed cure objection, (i) such Purchased Contract shall not be assigned to Purchaser at the Closing, (ii) until five days following the final and irrevocable resolution of any such dispute or the conclusion of any applicable cure objection hearing (whichever is earlier) (the “Cure Cost Determination Date”), Purchaser will be entitled, in its sole discretion, to (x) assume such Purchased Contract or (y) cause such Contract to be deemed an “Excluded Asset” for all purposes hereunder by providing written notice thereof to Sellers, and (iii) until the earlier of delivery of such written notice and the Cure Cost Determination Date, at the request of Purchaser, Sellers and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible, under which Purchaser would obtain the benefits and assume the obligations under such Purchased Contract in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which the applicable Seller would enforce for the benefit of Purchaser all of its rights thereunder and with Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party thereto. Sellers will not reject or seek to reject any Contract that is a Purchased Contract (including any Contract that would be a Store Licensee Contract, Sourcing Contract or IP Contract if Purchaser elects to assume it) without the consent of Purchaser, provided that, with respect to any Contact that Purchaser has not consented to the rejection of prior to the Closing Date, Purchaser shall reimburse Sellers for any direct out-of-pocket costs and expenses incurred by Sellers in connection with the maintenance of any such Contract between the Closing Date and 7 days following the date Purchaser consents to the rejection of such Contract.

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will shall not constitute an agreement to assign or transfer and will shall not effect affect the assignment or transfer of any Purchased Asset if (ai) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto or a Governmental Body (each such action, a “Necessary Consent”), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect -30- the rights of Purchaser thereunder and (bii) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, such assignment or transfer is subject to such Necessary Consent being obtained, and the Sellers and Purchaser will shall use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided. For the avoidance of doubt, however, any asset that Sellers will would be a Purchased Asset but is not assigned in accordance with this Section 2.5 shall not be obligated considered a “Purchased Asset” for purposes hereof unless and until such asset is assigned to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or Purchaser following the Closing Date upon receipt of the Necessary Consent and Bankruptcy Court approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rights, such Seller and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such SellerPurchased Asset following the Closing, under which the Sellers shall cooperate with Purchaser would in any reasonable arrangement to provide for Purchaser to obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensingsub‑licensing, or sub-leasing to Purchaser, or under which such the applicable Seller would enforce for the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all of its rights of such Seller against a third party theretothereunder.

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Transferred Asset (including any Closing Assumed Contract or Additional Assumed Contract) if (ai) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would be reasonably likely to subject Buyer, its Affiliates or any of its or their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the approval, authorization authorization, consent or consent waiver of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect the rights of Purchaser thereunder and Buyer or any Buyer Designee (bincluding relative to the rights of the assigning party prior to such assignment) or (ii) the Bankruptcy Court has not entered an Order providing that approving such assignment or transfer. In the event such assignment or transfer is subject to such Necessary Consent is not required. In such eventbeing obtained, Sellers and Purchaser Buyer will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Transferred Asset (including any Closing Assumed Contract or Additional Assumed Contract) or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser Buyer, as Purchaser Buyer may reasonably requestrequest and at Buyer’s sole cost and expense; provided, however, that Sellers none of Sellers, Buyer or Buyer Designees will not be obligated to pay any consideration therefor to any third party from whom approval, authorization, consent or approval waiver is requested or to initiate any litigation or legal proceedings to obtain any such consent or approvalrequested. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would give rise to any of the circumstances described in clauses (i) or (ii) of the first sentence of this ‎Section 1.6, be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all Buyer to such rightsTransferred Asset following the Closing, (x) Sellers and Buyer will, and will cause their respective Subsidiaries to, at Buyer’s sole cost and expense, (1) use commercially reasonable efforts (including cooperating with one another to obtain such Seller and Purchaser will cooperate in a mutually agreeable arrangementNecessary Consents, to the extent feasible and at no expense to such Seller, under which Purchaser feasible) as may be necessary so that Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting(2) complete any such assignments or transfers as soon as reasonably practicable and (3) upon receipt of any applicable Necessary Consents, sub-licensingtransfer or assign the applicable Transferred Asset to Buyer for no additional consideration, or sub-leasing and (y) Sellers will, and will cause their respective Subsidiaries to, cooperate with Buyer in good faith without further consideration in any arrangement reasonably mutually acceptable to Purchaser, or under which such Seller would enforce for Sellers and Buyer intended to provide Buyer with the benefit of Purchaser with Purchaser assuming any such SellerTransferred Assets at Buyer’s obligations sole cost and any and all rights of such Seller against a third party theretoexpense.

Non-Assignment of Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect affect the assignment or transfer of any Purchased Asset if (ai) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license License or permit Permit by, any third party thereto (each such action, a “Necessary Consent” or collectively, the “Necessary Consents”), would constitute a breach breach, default or violation thereof or of any Law or Order thereunder in any way adversely affect the rights of Purchaser thereunder material respect, and (bii) the Bankruptcy Court has not entered an Order providing that approving such Necessary Consent is not requiredassignment or transfer. In such event, such assignment or transfer is subject to such Necessary Consent being obtained and the Sellers and Purchaser will shall use their respective commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that the Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings Legal Proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would materially and adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all to such rightsPurchased Asset following the Closing, such Seller and Purchaser will the Sellers shall cooperate in a mutually agreeable arrangementarrangement with Purchaser, to the extent feasible and at no expense to such Sellerfeasible, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this AgreementAgreement and the Sale Order; provided, including subcontractingthat, sub-licensing, or sub-leasing to Purchaser, or under which such Seller would enforce for the benefit avoidance of doubt, any Liability resulting from, arising out of or in connection with the foregoing will be deemed to be an Assumed Liability. (b) Subject to Section 2.6(a), if after the Closing (i) Purchaser with holds any Excluded Assets or Excluded Liabilities or (ii) any Seller holds any Purchased Assets or Assumed Liabilities, Purchaser assuming or the applicable Seller, will promptly transfer (or cause to be transferred) such Seller’s obligations and assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party. Prior to any and all rights of such Seller against a third party theretotransfer, the Party receiving or possessing any such asset will hold it in trust for such other Party.

Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will shall not constitute an agreement to assign or transfer and will shall not effect affect the assignment or transfer of any Purchased Asset if (ai) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto or a Governmental Body (each such action, a “Necessary Consent”), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect the rights of Purchaser thereunder and (bii) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, such assignment or transfer is subject to such Necessary Consent being obtained, and the Sellers and Purchaser will shall use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided. For the avoidance of doubt, however, any asset that Sellers will would be a Purchased Asset but is not assigned in accordance with this Section 2.5 shall not be obligated considered a “Purchased Asset” for purposes hereof unless and until such asset is assigned to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or Purchaser following the Closing Date upon receipt of the Necessary Consent and Bankruptcy Court approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rights, such Seller and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such SellerPurchased Asset following the Closing, under which the Sellers shall cooperate with Purchaser would in any reasonable arrangement to provide for Purchaser to obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensingsub‑licensing, or sub-leasing to Purchaser, or under which such the applicable Seller would enforce for the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all of its rights of such Seller against a third party theretothereunder.

Non-Assignment of Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset if (ai) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “"Necessary Consent”" or collectively, the "Necessary Consents"), would constitute a breach breach, default or violation thereof or of any Law or Order or in any way adversely affect the rights of Purchaser thereunder and (bii) the Bankruptcy Court has not entered an Order providing that approving such Necessary Consent is not requiredassignment or transfer. In such event, such assignment or transfer is subject to such Necessary Consent being obtained and Sellers and Purchaser will use their commercially respective reasonable best efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings Legal Proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all to such rightsPurchased Asset following the Closing, such Seller Sellers and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such Sellerfeasible, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this AgreementAgreement and the Sale Order. (a) Subject to Section ‎2.6(a), including subcontractingif after the Closing (i) Purchaser holds any Excluded Assets or Excluded Liabilities or (ii) any Seller holds any Purchased Assets or Assumed Liabilities, sub-licensingPurchaser or the applicable Seller, will promptly transfer (or sub-leasing cause to Purchaserbe transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party. Prior to any such transfer, the Party receiving or under which possessing any such Seller would enforce asset will hold it in trust for such other Party. (b) Notwithstanding anything herein to the benefit of contrary, at any time prior to the Closing Date, Purchaser with Purchaser assuming such Seller’s obligations will be entitled, in its sole discretion, to remove any Contract from Schedule 2.1(b)(v) by providing written notice thereof to Sellers and any and Contract so removed will be deemed to be an "Excluded Asset" for all rights of such Seller against a third party theretopurposes hereunder.

Non-Assignment of Assets. (a) Notwithstanding anything to the contrary in this Agreement, a Contract shall not be an Assigned Debtor Contract hereunder and shall not be assigned to, or assumed by, the Buyer to the extent that such Contract is terminated by any party thereto, without violating the automatic stay, other than the Sellers or expires by its terms, on or prior to such time as it is to be assigned to the Buyer hereunder and is not continued or otherwise extended upon assignment. (b) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Transferred Asset if (aincluding any Assigned Debtor Contract or any claim or right or any benefit arising thereunder) if: (i) after giving effect to the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bid Procedures Order, the Sale Order and any applicable Assigned Debtor Contract Assumption and Assignment Order, an attempted assignment thereofor transfer thereof (A) would be prohibited by applicable Law, (B) would be reasonably likely to subject the Sellers, the Buyer, their respective Affiliates or any Representatives of the foregoing to civil or criminal liability or (C) without the approval, authorization authorization, consent or consent waiver of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach thereof breach, default or violation of any Contract governing such Transferred Asset or of any Law or Order or in any way adversely affect the rights of Purchaser thereunder and the Buyer with respect to such Transferred Asset; or (bii) the Bankruptcy Court has not entered an Order providing that approving such Necessary Consent is not requiredassignment or transfer (if applicable). In such event, Sellers the Closing shall nonetheless take place on the terms and Purchaser subject to the conditions set forth herein; provided, however, that, if the Sellers’ inability to assign or transfer to the Buyer any Transferred Asset pursuant to this Section 1.3 results in the failure of any condition to the Buyer’s obligation to consummate the Transactions set forth in Article VI, the Closing shall proceed only if such condition is duly waived in writing by the Buyer. In the event that such assignment or transfer is subject to such Necessary Consent being obtained, until the expiration of the Necessary Consent Period, (A) the Seller and Holdings (as applicable) and the Buyer will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Transferred Asset (including any Assigned Debtor Contract or any claim or right or any benefit arising thereunder thereunder) for the assignment or transfer thereof to Purchaser the Buyer as Purchaser the Buyer may reasonably requestrequest and (B) the Seller and Holdings (as applicable) and the Buyer shall cooperate in good faith in any lawful and commercially reasonable arrangement reasonably proposed by the Seller and reasonably acceptable to the Buyer, including subleasing, subcontracting, licensing or sublicensing to the Buyer, all of the Sellers’ rights and obligations with respect to any such Transferred Asset (it being agreed that the existing terms and conditions under the Contract governing such Transferred Asset shall be deemed reasonably acceptable to the Buyer); provided, however, that Sellers that, except as set forth in Section 4.18(c), no Party will not be obligated to (1) pay any consideration or make any other economic concession therefor to any third party from whom approval, authorization, consent or approval waiver is requested or to (2) initiate any litigation or legal proceedings (other than the prosecution of the Sale Motion and such proceedings as are contemplated pursuant to Section 1.2) to obtain any such approval, authorization, consent or approvalwaiver. Upon satisfying any requisite objection and/or Necessary Consent requirement applicable to any such Transferred Asset after the Closing, such Transferred Asset shall promptly be transferred and assigned to the Buyer in accordance with the terms of this Agreement and the Bankruptcy Code. If such a Necessary Consent for a Transferred Asset is not obtainedobtained by the end of the Necessary Consent Period, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rightsthen, such Seller and Purchaser will cooperate in a mutually agreeable arrangementsubject to Section 4.18(c), to the extent feasible applicable, such Transferred Asset shall automatically become an Excluded Asset, and, subject to Section 4.18(c) and at no expense to such SellerSection 4.18(d), under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreementall Liabilities related to, including subcontracting, sub-licensing, resulting from or sub-leasing to Purchaser, or under which such Seller would enforce for the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all rights arising out of such Seller against a third party theretoasset shall be Excluded Liabilities, but without any other adjustment to the aggregate consideration.