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 Purchaser with Purchaser assuming any such Seller’s obligations and any and all rights of such Seller against a third party theretoPurchased Assets.

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 Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which such Seller would enforce for Agreement and the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party theretoSale Order.

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 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.cause their respective Affiliates to,

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. 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 Acquired 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”)thereto, would constitute a breach thereof thereof, and to the extent such approval, authorization, consent, license 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 permit is not obtained, or if an any such attempted assignment thereof would be ineffective or would adversely affect ineffective, from and after the rights Closing, Purchaser shall nevertheless perform in the name of any Seller (and indemnify Seller against) all Liabilities thereunder so that Purchaser would not in fact receive all such rights, such and Seller and Purchaser will shall cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such Seller, arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. With respect to any Acquired Asset that is not transferred to Purchaser on the Closing Date, including subcontractingSeller and Purchaser shall treat, sub-licensingfor all income tax purposes, or sub-leasing to Purchaser, or under which such Seller would enforce for Purchaser as the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all rights owner of such Acquired Asset beginning after the Closing Date and Seller against and Purchaser shall not file any tax return in a third party theretomanner inconsistent with such treatment, unless otherwise required by applicable law. Purchaser shall promptly reimburse Seller for all reasonable documented expenses paid by Seller after the Closing in connection with the foregoing matters set forth in this Section 2.3.

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 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. 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 thereto.thereunder. 2.6

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 (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 Purchaser with Purchaser assuming any such Seller’s obligations and any and all rights of such Seller against a third party theretoPurchased Assets.

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 Purchaser doubt, any Liability resulting from, arising out of or in connection with Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party theretothe foregoing will be deemed to be an Assumed Liability.

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 Purchaser with Purchaser assuming any such Seller’s obligations and any and all rights of such Seller against a third party theretoPurchased Assets.

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 Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which such Seller would enforce for Agreement and the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party theretoSale Order.

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.

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 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.