Common use of Non-Assignment of Certain Assets Clause in Contracts

Non-Assignment of Certain Assets. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any of the Assumed Contracts and Assumed Leases which, by their terms or by law, are non-assignable without the consent of a third party, or are cancelable by a third party in the event of an such assignment or attempted assignment (the “Non-Assignable Contracts”), unless and until such consents shall have been obtained. In the event that, despite best efforts by both parties to obtain consent, consent to the assignment of a Non-Assignable Contract cannot be obtained prior to Closing, with respect to each such Non-Assignable Contract, Buyer may elect to have Seller continue Seller’s efforts to obtain such consent (in which case Buyer and Seller shall continue to cooperate and use best efforts to obtain such consent), and, pending receipt of such consent, Seller shall hold such Non-Assignable Contract, at Buyer’s sole cost and expense, as of and from the Closing Date, in trust for Buyer in Seller’s name, and all benefits and obligations existing thereunder shall be for Buyer’s account, in which case (i) Seller shall take or cause to be taken, at Buyer’s sole cost and expense, such actions as Buyer may reasonably request so as to provide Buyer with the benefits of such Non-Assignable Contracts and to effect collection of money or other consideration that becomes due and payable under such Non-Assignable Contracts, and Seller shall timely pay over to Buyer all money or other consideration received by it in respect of all such Non-Assignable Contracts, (ii) from and after the Closing Date, Seller shall authorize Buyer, to the extent permitted by applicable law and the terms of such Non-Assignable Contracts, at Buyer’s sole cost and expense, to perform all obligations and receive all benefits of Seller under the Non-Assignable Contracts and Buyer shall perform all obligations under the Non-Assignable Contracts and (iii) Buyer shall further indemnify and hold Seller harmless from and against any and all expenses, costs and claims that arise after the Closing from or related to any such Non-Assignable Contracts.

Non-Assignment of Certain Assets. Seller represents and warrants to Buyer that SCHEDULE 1.2 lists and describes all Contracts, leases for Leased Real Property and Permits that are non-assignable or the assignment of which pursuant hereto requires the consent of any other party thereto, gives any party thereto a right of termination or requires the payment of any premium or penalty or the imposition of any other burden (including termination) if consent is not obtained. Notwithstanding anything to the contrary in this Agreement, nothing in to the extent that the assignment hereunder of any of the Contracts, leases for Leased Real Property or Permits shall require the consent of any other party (or if any thereof is non-assignable), neither this Agreement nor the consummation of the Transactions shall be construed as any action taken pursuant thereto will constitute an assignment or an attempt or agreement to assign any of the Assumed Contracts and Assumed Leases which, by their terms or by law, are non-assignable without the consent of a third party, or are cancelable by a third party in the event of make an such assignment thereof if that assignment or attempted assignment (would constitute a breach thereof or result in the “Non-Assignable Contracts”)loss or diminution thereof. In each such case, unless and until Seller shall use its commercially reasonable efforts to obtain the consent of the applicable party to an assignment thereof to Buyer, provided that the receipt of such consents shall have been obtained. In the event that, despite best efforts by both parties to obtain consent, consent not be a condition to the assignment of Closing except to the extent set forth on SCHEDULE 1.2. If any such consent is not obtained, then until such consent is obtained or Buyer otherwise enters into a Non-Assignable Contract cannot be obtained prior to Closingnew Contract, lease for Leased Real Property or Permit, as applicable, with respect to each such Non-Assignable third Person (or otherwise replaces such Contract, Buyer may elect to have Seller continue Seller’s efforts to obtain such consent (in which case Buyer and Seller shall continue to cooperate and use best efforts to obtain such consentlease for Leased Real Property or Permit), and, pending receipt of such consent, Seller shall hold such Non-Assignable Contract, at Buyer’s sole cost and expense, as of and from the Closing Date, cooperate with Buyer in trust any commercially reasonable arrangement designed to provide for Buyer in Seller’s name, and all benefits and obligations existing thereunder shall be for Buyer’s account, in which case (i) Seller shall take or cause to be taken, at Buyer’s sole cost and expense, such actions as Buyer may reasonably request so as to provide Buyer with the benefits of such Non-Assignable Contracts and to effect collection of money or other consideration that becomes due and payable under such Non-Assignable Contracts, leases for Leased Real Property and Permits including, without limitation, enforcement, for the account and benefit of Buyer, of any and all rights of Seller shall timely pay over against any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization, or any other form of entity (each, a "Person") or any government, or any agency or political subdivision thereof (each, a "Governmental Authority") with respect to Buyer all money or other consideration received by it in respect of all such Non-Assignable Contracts, (ii) from leases for Leased Real Property and after Permits; and provided, further, that, notwithstanding anything to the Closing Datecontrary herein, Seller shall authorize Buyer, be entitled (but not obligated) to the extent permitted by applicable law and the terms of such Non-Assignable Contracts, at Buyer’s sole cost and expense, continue to perform all obligations and receive all benefits of any such agreement for so long as Seller under the Non-Assignable Contracts is unable to terminate such agreement without such payment, and Buyer shall perform reimburse Seller for all obligations under the Non-Assignable Contracts and (iii) Buyer shall further indemnify and hold Seller harmless from and against any and all expenses, costs and claims that arise after the Closing from or related to expenses incurred by Seller in continuing any such Non-Assignable Contractsagreements, provided that Buyer receives the benefits thereunder.

Non-Assignment of Certain Assets. Notwithstanding anything to To the contrary extent that the assignment hereunder of any of the Assets shall require the consent of any other party (or in this Agreementthe event that any of the same shall be nonassignable) (each, nothing in a "Consent Contract"), neither this Agreement nor the consummation of the Transactions any action taken pursuant to its provisions shall be construed as constitute an attempt assignment or an agreement to assign any of the Assumed Contracts and Assumed Leases which, by their terms or by law, are non-assignable without the consent of a third party, or are cancelable by a third party in the event of an if such assignment or attempted assignment (the “Non-Assignable Contracts”)would constitute a breach thereof; provided, unless and until such consents shall have been obtained. In the event thathowever, despite best efforts by both parties to obtain consent, consent to the assignment of a Non-Assignable Contract cannot be obtained prior to Closing, with respect to that in each such Non-Assignable Contractcase, Buyer may elect to have Seller continue Seller’s shall use its good faith efforts to obtain the consents of such other party to an assignment to Purchaser without being obligated to pay any fees or to make any other payments to any party to obtain any such consents. If such consent (in which case Buyer and Seller shall continue to cooperate and use best efforts to obtain such consent)is not obtained, and, pending receipt of such consent, Seller shall hold such Non-Assignable Contract, at Buyer’s sole cost and expense, as of and from the Closing Date, in trust for Buyer in Seller’s name, and all benefits and obligations existing thereunder shall be for Buyer’s account, in which case (i) Seller such Consent Contract shall take or cause to not be taken, deemed assigned at Buyer’s sole cost and expense, such actions as Buyer may reasonably request so as to provide Buyer with the benefits of such Non-Assignable Contracts and to effect collection of money or other consideration that becomes due and payable under such Non-Assignable Contracts, and Seller shall timely pay over to Buyer all money or other consideration received by it in respect of all such Non-Assignable ContractsClosing, (ii) from and after the Closing Date, Seller Purchaser shall authorize Buyer, to the extent permitted by applicable law and the terms of such Non-Assignable Contracts, at Buyer’s sole cost and expense, act as Seller's agent to perform all Seller's obligations thereunder and receive all benefits of Seller under the Non-Assignable Contracts and Buyer shall perform all obligations under the Non-Assignable Contracts so perform, and (iii) Buyer Seller, at Purchaser's expense, shall further indemnify cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the full benefits of any such Consent Contract including, without limitation, enforcement, for the account and hold Seller harmless from and against benefit of Purchaser, of any and all expenses, costs and claims that arise after the Closing from or related rights of Seller against any other person with respect to any such Non-Assignable ContractsConsent Contract. When such consents to the transfer, conveyance and assignment of a Consent Contract have been obtained, if ever, such Consent Contract shall thereupon automatically be transferred, conveyed and assigned to Purchaser, and the obligations and liabilities of Seller under such Consent Contract shall automatically cease to be excluded from the Assignment and Assumption (referenced in Section 6(b)(i) hereof) by reason of this Section 1(c), without the payment of any additional consideration.