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

Non-Transferability of Certain Assets. (a) To the extent that there are certain assets used in the Business, including without limitation the Permits, which are not assignable without the consent or approval of Persons other than the Seller or the Seller Subsidiaries ("Non-Transferable Assets"), and such consents or approvals are not obtained by the Closing Date, this Agreement and the Closing shall not constitute an assignment or agreement to assign or transfer such assets without such consent or approval. (b) For a reasonable period following the Closing Date, the Seller agrees to cooperate in good faith with the Buyer to enter into any reasonable arrangement (other than an arrangement under which the Seller or any of the Seller Subsidiaries would incur or retain any financial obligation with respect to the Non-Transferable Assets) designed to provide the Buyer the benefit of such Non-Transferable Assets, including the enforcement for the benefit and at the expense of the Buyer of any rights previously enjoyed by the Seller or a Seller Subsidiary in connection with any such assets. Provided that the Seller so cooperates and proceeds in good faith to obtain such consents and provide such arrangements, the Seller shall not be deemed to be in breach of any of its obligations under this Agreement by reason of the failure to obtain any consent or approval. Except as reimbursed by the Buyer, in no event shall compliance by the Seller with this Section 2.3 be deemed to require that the Seller or any of the Seller Subsidiaries incur any obligation or pay any monies to Third Parties in connection with such efforts. (c) To the extent that the Buyer is provided the benefits pursuant to this Section 2.3 of any Permit or approval or the like or any contract, lease, license or other agreement, the Buyer shall perform the obligations of the Seller or the Seller Subsidiary under or in connection with such Permit or approval or the like or any contract, lease, license or other agreement.

Non-Transferability of Certain Assets. (a) To the extent that Notwithstanding Section 2.2, if there are certain assets used in the Business, including without limitation the Permits, which that are not assignable without the consent or approval of Persons other than the Seller or the Seller Subsidiaries Third Parties ("“Non-Transferable Assets"”), and such these consents or approvals are not obtained by the Closing Date, this Agreement and the Closing shall Non-Transferable Assets will not constitute an assignment or agreement to assign or transfer such assets be assigned without such consent or approvalthat consent. (b) For Goodyear shall, and shall cause the Affiliated Sellers to, both before and after Closing, use commercially reasonable efforts to obtain the consent of any Third Parties to the assignment of any Non-Transferable Assets. In the event (i) the rights and obligations of Goodyear or an Affiliated Seller, as applicable, under a reasonable period following Non-Transferable Assets are expressly not assignable, or (ii) Goodyear or the applicable Affiliated Seller has not obtained the necessary consents to assignment from all parties to a Non-Transferable Asset prior to the Closing Date, Buyer or an Affiliated Buyer, as determined by Buyer, shall fulfill the Seller agrees to cooperate in good faith with the Buyer to enter into any reasonable arrangement (other than an arrangement obligations under which the Seller or any of the Seller Subsidiaries would incur or retain any financial obligation with respect to the Non-Transferable Assets) designed to provide the Buyer the benefit of such Non-Transferable AssetsAsset accruing after the Closing for and on behalf of Goodyear or the Affiliated Seller, as applicable, but for the account of Buyer, and Goodyear or the Affiliated Seller will cooperate with Buyer in any reasonable arrangements designed to provide for Buyer the benefits under such Non-Transferable Asset accruing after Closing, including (x) the enforcement for the benefit and at the reasonable expense of the Buyer of any rights comparable to the rights previously enjoyed by Goodyear or the Affiliated Seller or a Seller Subsidiary in connection with any such assets. Provided that the Seller so cooperates and proceeds in good faith to obtain such consents and provide such arrangements, the Seller shall not be deemed to be in breach of any of its obligations under this Agreement by reason of the failure to obtain any consent or approval. Except as reimbursed by the Buyer, in no event shall compliance by the Seller with this Section 2.3 be deemed to require that the Seller or any of the Seller Subsidiaries incur any obligation or pay any monies to Third Parties in connection with such efforts. Non-Transferable Asset and (cy) To payment over to Buyer of all monies collected by or paid to Goodyear or the Affiliated Seller in respect of a Non-Transferable Asset due after the Closing, to the extent that the Buyer is provided the benefits pursuant to this Section 2.3 due in respect of, and in respect of any Permit or approval or the like or any contract, lease, license or other agreementobligations accruing during, the Buyer shall perform period after the obligations of the Seller or the Seller Subsidiary under or in connection with such Permit or approval or the like or any contract, lease, license or other agreementClosing.

Non-Transferability of Certain Assets. (a) To the extent that there are certain assets used in of the Business, including without limitation the Metalcar Interest and the Permits, which are not assignable without the consent or approval of Persons other than the Seller or the Seller Subsidiaries ("Non-Transferable Assets"), and such consents or approvals are not obtained by the Closing Date, this the Agreement and the Closing closing of the transactions contemplated hereby shall not constitute an assignment or agreement to assign or transfer such assets without such consent or approval. (b) For a The Buyer and the Seller agree to use their reasonable period following efforts to obtain such consents and approvals. In the Closing Datemeantime, the Seller agrees to cooperate in good faith with the Buyer to enter into any reasonable arrangement (other than an arrangement under which and the Seller or any of the Seller Subsidiaries would incur or retain any financial obligation with respect shall use their reasonable efforts to the Non-Transferable Assets) designed to provide obtain for the Buyer the benefit of such Non-Transferable Assets, including the enforcement for the benefit and at the expense of the Buyer of any rights previously enjoyed by the Seller or a Seller Subsidiary in connection with any such assets. Provided that assets and, at the Seller so cooperates and proceeds in good faith to obtain such consents and provide such arrangementsrequest of the Buyer, the Seller shall not be deemed to be in breach enforce for the account of the Buyer any right of the Seller arising from any Permit, approval, or the like and of any contract, license and other agreement described in Section 1.3(a) against such issuer or the other party or parties referred to in Section 1.3(a) (including the right to elect to terminate in accordance with the terms of its obligations under this Agreement by reason such asset on the advice of the failure to obtain any consent or approvalBuyer). Except as reimbursed by the Buyer, in no event shall compliance by the Seller with this Section 2.3 be deemed to require that the Seller or any of the Seller Subsidiaries incur any obligation or pay any monies moneys to Third Parties third parties in connection with such efforts. (c) To the extent that the Buyer is provided the benefits pursuant to this Section 2.3 1.3 of any Permit or approval or the like or any contract, lease, license or other agreement, the Buyer shall perform the obligations of the Seller or the Seller Subsidiary Seller, except with respect to any Retained Liabilities, under or in connection with such Permit or approval or the like or any contract, lease, license or other agreement.

Non-Transferability of Certain Assets. (a) To the extent that there are certain assets used in or agreements of the Business, including without limitation the Permits, which are not assignable without the consent consent, approval or approval novation of Persons other than the Seller or the Seller Subsidiaries ("“Non-Transferable Assets"”), and such consents consents, approvals or approvals novations are not obtained by the Closing Date, this Agreement and the Closing shall not constitute an assignment or agreement to assign or transfer such assets without such consent consent, approval or approvalnovation. (b) For a reasonable period following the Closing Date, the Seller agrees to cooperate in good faith with the Buyer to enter into any reasonable arrangement (other than an arrangement under which the Seller or any of the Seller Subsidiaries would incur or retain any financial obligation with respect to the Non-Transferable Assets) designed to provide the Buyer the benefit of such Non-Transferable Assets, including the enforcement for the benefit and at the expense of the Buyer of any rights previously enjoyed by the Seller or a Seller Subsidiary in connection with any such assets. Provided that the Seller so cooperates and proceeds in good faith to obtain such consents consents, approvals or novations and provide such arrangements, the Seller shall not be deemed to be in breach of any of its obligations under this Agreement by reason of the failure to obtain any consent consent, approval or approvalnovation. Except as reimbursed by the Buyer, in no event shall compliance by the Seller with this Section 2.3 be deemed to require that the Seller or any of the Seller Subsidiaries to incur any obligation or pay any monies to Third Parties in connection with such efforts. (c) To the extent that the Buyer is provided the benefits pursuant to this Section 2.3 of any Permit or approval or the like or any contract, lease, license or other agreementNon-Transferable Assets, the Buyer shall perform the obligations of the Seller or the Seller Subsidiary under or in connection with such Permit or Non-Transferable Assets. Upon receipt of the required consent, approval or the like novation, Seller agrees to assign or any contracttransfer, leaseand Buyer shall accept, license or other agreementsuch Non-Transferable Assets.