Common use of Non-Transferable Assets Clause in Contracts

Non-Transferable Assets. (a) Notwithstanding the foregoing, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, and Purchaser or its designee(s) shall not assume the Seller Parties’ rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets), and instead the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset for no additional consideration. Following any such assignment or transfer, all such Non-Transferable Assets shall be deemed Purchased Assets for purposes of this Agreement. (b) After the Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained.

Non-Transferable Assets. (a) Notwithstanding anything to the foregoingcontrary set forth in this Agreement, if nothing contained in this Agreement shall be construed as, or constitute, an attempt, agreement or other undertaking to transfer or assign to Purchaser any Purchased Asset asset, property or right that would otherwise constitute a Transferred Asset, but that by its terms is not transferable or assignable to Purchaser pursuant to this Agreement without the consent, waiver, approval, authorization, qualification or transferable other order of one or more Governmental Authorities or other Persons and if such consent, waiver, approval, authorization, qualification or other order is not obtained prior to the Closing and assuming Purchaser has, in the exercise of its sole discretion, elected to waive such consent, waiver, approval, authorization, qualification or other order as a condition to Closing (if such is a condition to Closing) (each, a “"Non-Transferable Asset”"). (b) without a Consent, From and any such Consent is not obtained on or prior to after the Closing Dateand, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of with respect to each such Non-Transferable Asset, and Purchaser or its designee(suntil the earlier to occur of (i) shall not assume the Seller Parties’ rights or obligations under such Non-Transferable Asset (and time as such Non-Transferable Asset shall not be included properly and lawfully transferred or assigned to Purchaser (ii) such time as the material benefits intended to be transferred or assigned to Purchaser have been procured by alternative means pursuant to Section 6.12(c) hereof and (iii) 6 months from the Closing, (A) the Non-Transferable Assets shall be held by the Seller in trust exclusively for the Purchased Assets)benefit of Purchaser, and instead (B) each of the Seller Parties and Purchaser shall cooperate in any good faith, reasonable arrangement designed to provide or cause to be provided for Purchaser the material benefits intended to be transferred or assigned to Purchaser under each of the Non-Transferable Assets and, in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Asset and under applicable Law (1) Purchaser shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after perform and discharge all of the Closing Date and, if such consent is successfully obtained, liabilities and other obligations of the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset for no additional consideration. Following any such assignment or transfer, under the terms of all such Non-Transferable Assets shall be deemed Purchased Assets for purposes in effect as of this Agreement. the Closing at Purchaser's expense and (b2) After the Closing, the Seller Parties shall, at Purchaser’s expense, shall use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide or cause to be provided to Purchaser or its designee(s) with all of the benefits of Seller under the terms of such Non-Transferable Assets in effect as of the Closing, including by promptly paying to Purchaser any monies received by the Seller from and after the Closing under such Non-Transferable Assets attributable to the performance of Purchaser thereunder. (c) In the event that the Seller is unable to obtain any consent from any Person under any Non-Transferable Asset after the Closing Date through the use of commercially reasonable efforts, Purchaser shall be entitled to procure the material rights and benefits of the Seller under the terms of such Non-Transferable Asset in effect as of the Closing by alternative means, including, without limitation, by entering into new Contracts with third Persons or otherwise; provided, however, that in the event that the Purchaser shall exercise its rights under this Section 6.12(c) in respect of any Non-Transferable Assets Asset, the obligations of the Seller and Purchaser under Section 6.12(b) in respect of such Non-Transferable Asset shall thereupon cease and expire. This Section 6.12 shall apply equally to the Netherlands Subsidiary with respect to any Non-Transferable Asset owned or held by the Netherlands Subsidiary. (d) The parties further agree, to the extent permitted by applicable Law, (i) that any Non-Transferable Asset referred to in this Section 6.12 shall be treated for all Tax purposes as an asset of Purchaser or its Affiliates, as the case may be, from and after the Closing, and (ii) not to take any Tax reporting position (including on any Tax Return) inconsistent with such treatment, unless otherwise required to do so pursuant to a "determination," as defined in Section 1313 of the Code. (e) Following the Closing as if Date, to the appropriate Consent had been obtainedextent requested by Purchaser, Seller shall, and shall cause its Subsidiaries to, enforce its rights (at Purchaser's expense) pursuant to any nondisclosure, confidentiality or other similar agreement that relates to the Non-North America Business and is not included in the Assigned Contracts.

Non-Transferable Assets. The Parties understand and agree that certain Purchased Assets may not be immediately transferable or assignable to Purchasers, and Purchasers may in their sole discretion allow Sellers to retain certain of such assets after the Closing Date (a) Notwithstanding the foregoing, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable AssetAssets”) without a Consent), and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall will not constitute an assignment or transfer of any such Non-Transferable AssetAssets. In such event, (i) Sellers shall use its best efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchasers or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchasers, (ii) Sellers shall grant to Purchasers full use and Purchaser benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or its designee(s) shall not assume the Seller Parties’ rights or obligations under applicable to such Non-Transferable Asset (and such Assets, it being the intent of the Parties that, to the extent not inconsistent with the foregoing, Purchasers shall have the benefit of the Non-Transferable Asset Assets as though it were the sole owner thereof, (iii) Sellers shall not be included in take all actions necessary to preserve the Purchased Assets), and instead value of the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset Assets, (iv) Sellers shall not transfer or assign the Non-Transferable Assets to any Person other than Purchasers or Purchasers’ assigns, (v) Sellers shall transfer or assign the Non-Transferable Assets to Purchasers at the earliest date, if any, on which such transfer or assignment can be effected and (vi) subject to clauses (i) through (iv) above, Purchasers will be responsible for no additional consideration. Following any such assignment or transfer, all obligations relating to such Non-Transferable Assets shall be deemed Purchased Assets for purposes arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchasers in accordance with the terms of this Agreement. (b) After . Upon the Closingrequest of Purchasers, Sellers shall enforce, for the Seller Parties shallaccount and on behalf of Purchasers, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties rights of Sellers arising under or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) in connection with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtainedAsset.

Non-Transferable Assets. (a) Notwithstanding the foregoing, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, and Purchaser or its designee(s) shall not assume the Seller Parties’ Seller’s rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets), and instead the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the and thereafter Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset Assets for no additional consideration. Following any such assignment or transfer, all such Non-Transferable Assets shall be deemed Purchased Assets for purposes of this Agreement. (b) After the Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) with all of the rights and benefits of (i) any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtainedobtained and (ii) any Contract that is not an Assumed Contract that is necessary for the operation of the Business as currently conducted consistent with past practice, including if appropriate, by performing such services under a contract for the benefit of Purchaser. Seller shall advise Purchaser in writing at least three (3) Business Days prior to the Closing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be assignable or transferable to Purchaser hereunder at the Closing.

Non-Transferable Assets. (a) Notwithstanding the foregoing, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, and Purchaser or its Parent’s designee(s) shall not assume the Seller Parties’ Seller’s rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets), and instead the Seller Parties shall use commercially reasonable efforts to (i) if applicable and requested by Purchaser, negotiate and enter into a mutually agreed upon transition services agreement with Purchaser or Parent’s designees with respect to such Non-Transferable Asset, including access to and the use and benefit of such Non-Transferable Asset, and (ii) obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the and thereafter Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset Assets for no additional consideration. Following any such assignment or transfer, all such Non-Transferable Assets shall be deemed Purchased Assets for purposes of this Agreement. (b) After the Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including negotiating and entering into a mutually agreed upon transition services agreement with Purchaser or Parent’s designees, which, notwithstanding anything in this paragraph to the contrary, such services shall be provided at the cost to the service provider to provide such service, and making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its Parent’s designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained, including by granting subleases, sublicenses, subcontractor arrangements or other rights and establishing arrangements whereby Purchaser shall have the benefits of and shall undertake the obligation to perform under the Assumed Contracts (including enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Non-Transferable Assets by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require). In any such arrangement with respect to an Assumed Contract, Purchaser shall (i) pay, perform or discharge when due any Liabilities arising thereunder after the Closing but not transferred to Purchaser, and shall be solely responsible for completion of the work or provision of goods and services, (ii) bear the economic costs of all Taxes with respect thereto or arising therefrom and (iii) be solely entitled to all benefits thereof, economic or otherwise. If and when such Consents or approvals are obtained or such other required actions have been taken, the assignment of such Non-Transferable Asset will be effected in accordance with the terms of this Agreement. Seller shall advise Purchaser in writing at least ten (10) Business Days prior to the Closing with respect to any Assumed Contract that Seller knows or has substantial reason to believe will or may not be assignable or transferable to Purchaser hereunder at the Closing.

Non-Transferable Assets. The Parties understand and agree that certain Purchased Assets may not be immediately transferable or assignable to Purchaser, and Purchaser may in its sole discretion allow Sellers to retain certain of such assets after the Closing Date (a) Notwithstanding the foregoing, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable AssetAssets”) without a Consent), and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall will not constitute an assignment or transfer of any such Non-Transferable AssetAssets. In such event, and (i) Sellers shall use their best efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Sellers shall grant to Purchaser full use and benefit of its designee(s) shall not assume interest in the Seller Parties’ rights Non-Transferable Assets to the extent permitted by the terms of or obligations under applicable to such Non-Transferable Asset (and such Assets, it being the intent of the Parties that, to the extent not inconsistent with the foregoing, Purchaser shall have the benefit of the Non-Transferable Asset Assets as though it were the sole owner thereof, (iii) Sellers shall not be included in take all actions necessary to preserve the Purchased Assets), and instead value of the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset Assets, (iv) Sellers shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser’s assigns, (v) Sellers shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (vi) subject to clauses (i) through (iv) above, Purchaser will be responsible for no additional consideration. Following any such assignment or transfer, all obligations relating to such Non-Transferable Assets shall be deemed Purchased Assets for purposes arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. (b) After . Upon the Closingrequest of Purchaser, Sellers shall enforce, for the Seller Parties shallaccount and on behalf of Purchaser, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties rights of Sellers arising under or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) in connection with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtainedAsset.

Non-Transferable Assets. It is understood that certain Purchased Assets (aincluding, without limitation, manufacturers', contractors' and other warranties and guaranties, and one or more Assumed Contracts) Notwithstanding may not be immediately transferable or assignable to Purchaser, and Purchaser will allow Seller to retain certain of such assets after the foregoing, if any Purchased Asset is not assignable or transferable Closing Date (each, a “the "Non-Transferable Asset”) without a ConsentAssets"), and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of any such Non-Transferable AssetAssets. In such event, (i) Seller shall grant to Purchaser full use and Purchaser benefit of their interest in the Non-Transferable Assets to the extent permitted by the terms of or its designee(s) shall not assume the Seller Parties’ rights or obligations under applicable to such Non-Transferable Asset (and such Assets, it being the intent of the parties that Purchaser shall have the benefit of the Non-Transferable Asset Assets as though it were the sole owner thereof, (ii) Seller shall not be included in take all reasonable actions necessary to preserve the Purchased Assets), and instead value of the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset Assets, (iii) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (iv) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (v) Purchaser shall be responsible for no additional consideration. Following any such assignment or transfer, all obligations relating to such Non-Transferable Assets shall be deemed Purchased Assets for purposes as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement; provided however that all reasonable costs and expenses incurred by Seller in carrying out the foregoing clauses (i), (ii) and (iv) shall be paid or reimbursed by Purchaser on demand. (b) After the Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained.

Non-Transferable Assets. (a) Notwithstanding It is understood that the foregoingSellers may determine, if in their reasonable discretion, that certain Assets (including, but not limited to, any Purchased Asset is manufacturers’, contractors’ and other warranties and guaranties, and one or more contracts) may not be immediately transferable or assignable to the Buyers because any such attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or transferable default thereof, cause or permit the acceleration or termination thereof or in any way materially and adversely affect the rights of the Sellers or the Buyers thereunder or the rights of the Buyers to conduct all or any part of the Business in the manner currently conducted by the Sellers (each, a the “Non-Transferable AssetAssets”) without a Consent), and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall will not constitute an assignment or transfer of any such Non-Transferable AssetAssets. In such event, (i) the Sellers will grant to the Buyers full use and Purchaser benefit of Sellers’ interest in the Non-Transferable Assets to the extent permitted by the terms of or its designee(s) shall not assume the Seller Parties’ rights or obligations under applicable to such Non-Transferable Asset (and such Assets, it being the intent of the Parties that the Buyers will have the benefit of the Non-Transferable Asset shall not be included in Assets as though they were the Purchased Assets)sole owners thereof, and instead (ii) the Seller Parties shall Sellers will use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after preserve the Closing Date and, if such consent is successfully obtained, value of the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset Assets, (iii) the Sellers will not transfer or assign the Non-Transferable Assets to any Person other than the Buyers or the Buyers’ assigns, (iv) the Sellers will transfer or assign the Non-Transferable Assets to the Buyers at the earliest date, if any, on which such transfer or assignment can be effected and (v) the Buyers will be responsible for no additional consideration. Following any such assignment or transfer, all obligations and liabilities relating to such Non-Transferable Assets as if they had been transferred or assigned to the Buyers in accordance with the terms of this Agreement. All costs and expenses of carrying out Sellers’ obligations the foregoing clauses (i), (ii), (iii) and (iv) will be paid by the Sellers, and Sellers shall indemnify and hold Buyers harmless from and against, any costs incurred by Buyers as a result of Sellers’ failure to do so. Nothing in this Section 1.8(a) shall be deemed Purchased a waiver by the Buyers of their right to have received on or before the Closing an effective assignment of all of the Assets for purposes of nor shall this AgreementSection 1.8(a) be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1. (b) After The Buyers shall (i) perform and fully pay and discharge all debts, obligations and liabilities in a timely manner with respect to any rights provided to the ClosingBuyers pursuant to Section 1.8(a) hereof and (ii) in accordance with Section 8.2 hereof, indemnify the Seller Indemnified Parties shallfor any and all liabilities, at Purchaser’s expensecosts or expenses arising from or in connection with the Buyers’ failure to perform or discharge all debts, use commercially reasonable efforts (including making obligations and liabilities, as applicable, under any necessary payments rights so transferred to third parties or otherwise incurring expenses or coststhe Buyers pursuant to Section 1.8(a) to provide Purchaser or its designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtainedhereof.

Non-Transferable Assets. It is understood that certain Purchased Assets (aincluding, without limitation, manufacturers’, contractors’ and other warranties and guaranties, and one or more Assumed Contracts) Notwithstanding may not be immediately transferable or assignable to Purchaser, and Purchaser may in its sole discretion allow Seller to retain certain of such assets after the foregoing, if any Purchased Asset is not assignable or transferable Closing Date (each, a the “Non-Transferable AssetAssets”) without a Consent), and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of any such Non-Transferable AssetAssets. In such event, (i) Seller shall grant to Purchaser full use and Purchaser benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or its designee(s) shall not assume the Seller Parties’ rights or obligations under applicable to such Non-Transferable Asset (and such Assets, it being the intent of the parties that Purchaser shall have the benefit of the Non-Transferable Asset Assets as though it were the sole owner thereof, (ii) Seller shall not be included in take all actions necessary to preserve the Purchased Assets), and instead value of the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset Assets, (iii) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser’s assigns, (iv) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (v) Purchaser shall be responsible for no additional consideration. Following any such assignment or transfer, all obligations relating to such Non-Transferable Assets shall be deemed Purchased Assets for purposes as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement; provided however that all reasonable costs and expenses incurred by Seller in carrying out the foregoing clauses (i), (ii) and (iv) shall be paid or reimbursed by Purchaser on demand. (b) After the Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained.

Non-Transferable Assets. It is understood that certain Purchased Assets may not be immediately transferable or assignable to Purchaser, and Purchaser and Seller may mutually agree, in writing, to allow Seller to retain certain of such assets after the Closing Date (a) Notwithstanding the foregoing, if any Purchased Asset is not assignable or transferable (each, a “"Non-Transferable Asset”) without a ConsentAssets"), and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall will not constitute an assignment or transfer of any such Non-Transferable AssetAssets. In such event, and Purchaser or its designee(s(i) shall not assume the Seller Parties’ rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets), and instead the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after consent or authorization which may be required to transfer or assign the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Asset Assets, it being the intent of the parties that, to the extent not inconsistent with the foregoing, Purchaser have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iv) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (v) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (vi) Purchaser will be responsible for no additional consideration. Following any such assignment or transfer, all obligations relating to such Non-Transferable Assets shall be deemed Purchased Assets for purposes arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. (b) After . Upon the Closingrequest of Purchaser, Seller shall enforce, for the account and on behalf of Purchaser, any rights of Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties arising under or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) in connection with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtainedAsset.

Non-Transferable Assets. (a) Notwithstanding anything to the foregoingcontrary set forth in this Agreement, if nothing contained in this Agreement shall be construed as, or constitute, an attempt, agreement or other undertaking to transfer or assign to Purchaser any Purchased Asset asset, property or right that would otherwise constitute a Transferred Asset, but that by its terms is not transferable or assignable to Purchaser pursuant to this Agreement without the consent, waiver, approval, authorization, qualification or transferable other order of one or more Governmental Authorities or other Persons and if such consent, waiver, approval, authorization, qualification or other order is not obtained prior to the Closing and assuming Purchaser has, in the exercise of its sole discretion, elected to waive such consent, waiver, approval, authorization, qualification or other order as a condition to Closing (if such is a condition to Closing) (each, a “Non-Transferable Asset”). (b) without a Consent, From and any such Consent is not obtained on or prior to after the Closing Dateand, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of with respect to each such Non-Transferable Asset, and Purchaser or its designee(suntil the earlier to occur of (i) shall not assume the Seller Parties’ rights or obligations under such Non-Transferable Asset (and time as such Non-Transferable Asset shall not be included properly and lawfully transferred or assigned to Purchaser (ii) such time as the material benefits intended to be transferred or assigned to Purchaser have been procured by alternative means pursuant to Section 6.12(c) hereof and (iii) 6 months from the Closing, (A) the Non-Transferable Assets shall be held by the Seller in trust exclusively for the Purchased Assets)benefit of Purchaser, and instead (B) each of the Seller Parties and Purchaser shall cooperate in any good faith, reasonable arrangement designed to provide or cause to be provided for Purchaser the material benefits intended to be transferred or assigned to Purchaser under each of the Non-Transferable Assets and, in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Asset and under applicable Law (1) Purchaser shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after perform and discharge all of the Closing Date and, if such consent is successfully obtained, liabilities and other obligations of the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset for no additional consideration. Following any such assignment or transfer, under the terms of all such Non-Transferable Assets shall be deemed Purchased Assets for purposes in effect as of this Agreement. (b) After the Closing, the Seller Parties shall, Closing at Purchaser’s expense, expense and (2) the Seller shall use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide or cause to be provided to Purchaser or its designee(s) with all of the benefits of Seller under the terms of such Non-Transferable Assets in effect as of the Closing, including by promptly paying to Purchaser any monies received by the Seller from and after the Closing under such Non-Transferable Assets attributable to the performance of Purchaser thereunder. (c) In the event that the Seller is unable to obtain any consent from any Person under any Non-Transferable Asset after the Closing Date through the use of commercially reasonable efforts, Purchaser shall be entitled to procure the material rights and benefits of the Seller under the terms of such Non-Transferable Asset in effect as of the Closing by alternative means, including, without limitation, by entering into new Contracts with third Persons or otherwise; provided, however, that in the event that the Purchaser shall exercise its rights under this Section 6.12(c) in respect of any Non-Transferable Assets after Asset, the Closing as if obligations of the appropriate Consent had been obtained.Seller and Purchaser under Section 6.12(b) in respect of such Non-Transferable Asset shall thereupon cease and expire. This Section

Non-Transferable Assets. It is understood that certain Assets (aincluding, without limitation, manufacturers', contractors' and other warranties and guaranties, and certain contracts of the Business assumed by Buyer) Notwithstanding may not be immediately transferable or assignable to Buyer. Such Assets are listed on Schedule 1.8 attached hereto. Buyer may in its sole discretion allow Seller to retain certain of such assets after the foregoing, if any Purchased Asset is not assignable or transferable Closing Date (each, a “the "Non-Transferable Asset”) without a ConsentAssets"), and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of any such Non-Transferable AssetAssets. In such event, (i) Seller shall grant to Buyer full use and Purchaser benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or its designee(s) shall not assume the Seller Parties’ rights or obligations under applicable to such Non-Transferable Asset (and such Assets, it being the intent of the parties that Buyer shall have the benefit of the Non-Transferable Asset Assets as though it were the sole owner thereof, (ii) Seller shall not be included in take all actions necessary to preserve the Purchased Assets), and instead value of the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset Assets, (iii) Seller shall not transfer or assign the Non-Transferable Assets to any person or entity other than Buyer or Buyer's assigns, (iv) Seller shall transfer or assign the Non-Transferable Assets to Buyer at the earliest date, if any, on which such transfer or assignment can be effected and (v) Buyer shall be responsible for no additional consideration. Following any such assignment or transfer, all obligations relating to such Non-Transferable Assets shall be deemed Purchased Assets for purposes as if they had been transferred or assigned to Buyer in accordance with the terms of this Agreement; provided however that all reasonable costs and expenses incurred by Seller in carrying out the foregoing clauses (i), (ii) and (iv) shall be paid or reimbursed by Buyer on demand. (b) After the Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained.

Non-Transferable Assets. It is understood that certain Purchased Assets (a) Notwithstanding the foregoingincluding, if any Purchased Asset is not assignable or transferable (eachwithout limitation, a “Non-Transferable Asset”) without a Consentmanufacturers', contractors' and other warranties and guaranties, and any one or more Assumed Contracts) may not be immediately transferable or assignable to Purchaser, and Purchaser may in its sole discretion allow Seller to retain certain of such Consent is not obtained on or prior to assets after the Closing DateDate (the "Non- Transferable Assets"), and this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of any such Non-Transferable AssetAssets. In such event, (i) Seller shall grant to Purchaser full use and Purchaser benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or its designee(s) shall not assume the Seller Parties’ rights or obligations under applicable to such Non-Transferable Asset Assets, it being the intent of the parties that Purchaser shall have the benefit of the Non- Transferable Assets as though it were the sole owner thereof, (and such ii) Seller shall take all actions necessary to preserve the value of the Non- Transferable Assets, (iii) Seller shall not transfer or assign the Non- Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (iv) Seller shall transfer or assign the Non-Transferable Asset shall not be included in Assets to Purchaser at the Purchased Assets), and instead the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date andearliest date, if any, on which such consent is successfully obtained, the Seller Parties transfer or assignment can be effected and (v) Purchaser shall transfer and assign be responsible for obligations relating to Purchaser such Non-Transferable Asset for no additional consideration. Following any such assignment or transfer, all such Non-Transferable Assets shall be deemed Purchased Assets for purposes as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement; provided however that all reasonable costs and expenses incurred by Seller in carrying out the foregoing clauses (i), (ii) and (iv) shall be paid or reimbursed by Purchaser on demand. (b) After the Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained.