Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to the Companies of any asset (other than an Applicable Contract) that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article VI, in which event the Closing shall proceed only if the failed condition is waived by the Party (or Parties, as applicable) entitled to the benefit thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset (other than an Applicable Contract) that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom, then following the Closing, the parties hereto shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that none of the parties hereto or any of their Affiliates shall be required to pay any consideration therefor other than filing, recordation or similar fees, which shall be shared equally by Seller and Buyer. Pending such authorization, approval, consent or waiver, the parties hereto shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to the Companies the benefits of use of such asset and to Seller or its Affiliates the benefits, including any indemnities, that they would have obtained had the asset been conveyed to the Companies at the Closing. Once authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its relevant Affiliates to, assign, transfer, convey and deliver such asset to the Companies at no additional cost. Subject to the Transition Plan...
Nonassignability of Assets. (a) Notwithstanding anything to the contrary set forth herein, except with respect to Commingled Contracts and Dual-Use Contracts (which are addressed in Section 1.4), to the extent that the Transfer or attempted Transfer or Assumption or attempted Assumption contemplated by Article I is (i) prohibited by any applicable Law or (ii) without a Consent would (A) constitute a breach or other contravention of such Asset or Liability, (B) subject a Party or any of their respective officers, directors, agents or Affiliates, to civil or criminal liability, or (C) be ineffective, void or voidable and such Consent has not been obtained prior to the Spinco Distribution, then, in each case, subject to the conditions to the Spinco Distribution set forth in Section 3.3, the Spinco Distribution shall proceed without such Transfer or Assumption. In the event the Spinco Distribution proceeds without such Transfer or Assumption, then such Transfer or Assumption shall nevertheless be regarded as having occurred for purposes of the calculations required under Section 1.3.
(b) From and after the Spinco Distribution, with respect to (A) any Asset whose Transfer pursuant to Article I (other than Commingled Contracts or Dual-Use Contracts (which are addressed in Section 1.4)) is delayed (each, a “Delayed Asset”) or (B) any Liability whose Assumption pursuant to Article I (other than Liabilities under Commingled Contracts or Dual-Use Contracts (which are addressed in Section 1.4)) is delayed (each, a “Delayed Liability”), the Party (or relevant member of its Group) (x) retaining such Delayed Asset shall thereafter hold for the use and benefit of the Party or relevant member of its Group entitled thereto (at the expense of the Person entitled thereto) and use their commercially reasonable efforts to cooperate with the intended recipient to agree to any reasonable and lawful arrangements designed to provide the applicable Party or relevant member of its Group with the economic claims, rights, benefits and control over such Delayed Asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing arrangements to the extent legally permissible, (y) intended to assume such Delayed Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party (or relevant member of its Group) retaining such Delayed Liability for all amounts paid or incurred by such Part...
Nonassignability of Assets. If the Closing proceeds without the Transfer of any Contributed Asset because Hxxxxx was not able to make or obtain any Governmental Authorization other than a Required Governmental Authorization or any consent, approval, authorization, license or waiver from a non-Government Entity other than a Hxxxxx Required Third Party Consent, then the parties shall cooperate with each other and use their commercially reasonable efforts to obtain such Governmental Authorization or consent, approval, authorization, license or waiver and effect such Transfer; provided, however, that the foregoing shall not be construed to require any party to pay any consideration therefor other than filing, recordation or similar fees which shall be paid by Newco. Until such Governmental Authorization or consent, approval, authorization, license or waiver is obtained, Newco and Hxxxxx shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of effecting such Transfer. Hxxxxx shall hold in trust for and pay to Newco promptly upon receipt thereof, all income received by Hxxxxx or any of its Subsidiaries in connection with its use of the Contributed Assets not so Transferred (net of any Taxes), and Newco shall pay to Hxxxxx, promptly upon receipt of any invoice from Hxxxxx, all Losses incurred by Hxxxxx or any of its Subsidiaries in connection with such use.
Nonassignability of Assets. Notwithstanding anything to the contrary contained in the Transaction Agreements, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to the United Group Companies or JV Newco, of any asset that would be included as part of the United Contributions or as part of the transfers described in Section 7.21, or any claim or right or any benefit arising thereunder or resulting therefrom, is prohibited by any Applicable Law or would require any Governmental Authorizations or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to Completion, the Completion shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Completion set forth in Article 9, in which event the Completion shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof. In the event that the Completion proceeds without the transfer, sublease or assignment of any such asset, then during the period not to ** following Completion, United shall use reasonable endeavors, with the cooperation of JV Newco, to promptly obtain such authorizations, approvals, consents or waivers; provided, however, that none of United or any of its Affiliates shall be required to pay any consideration to obtain any contractual consent or waiver, other than any such fees, expenses or other consideration required to be paid pursuant to the express provisions of the Contract requiring such consent, which consideration, fees or expenses shall be paid by United, nor shall United or any of its Affiliates be required to pay any amounts in respect of any Governmental Authorization. Pending such authorization, approval, consent or waiver, each of United and JV Newco shall use reasonable endeavors to cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to JV Newco the benefits of use of such asset. Once authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, subleased, transferred, conveyed or delivered at Completion is obtained, United shall or shall cause its relevant Affiliates to assign, transfer, convey and deliver such asset to...
Nonassignability of Assets. To the extent that the sale, assignment or transfer to Purchaser of any asset that is intended to be a Purchased Asset would require any third party approval and such approval shall not have been obtained prior to the Closing, at Purchaser's option, the Closing shall proceed without the sale, assignment or transfer of any such asset and (i) the asset (and its related liabilities) will not be considered a Purchased Asset or an Assumed Liability for the purposes hereof unless and until such approval has been obtained; (ii) the parties shall use their reasonable best efforts to obtain such approval; and (iii) pending such approval the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangement designed to provide Purchaser with the economic and operational equivalent of the use of such asset and its related liabilities.
Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment or delivery to Purchaser of any asset that would be a Purchased Asset or any claim or right arising thereunder is prohibited by any applicable law or would require any governmental or third party authorizations, consents or waivers, and such authorizations, consents or waivers shall not have been obtained prior to the Closing, and the Purchaser has elected to proceed with such Closing without the transfer or assignment of any such asset, this Agreement shall not constitute a sale, assignment, transfer or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer or assignment of any such asset, then following the Closing, the Parties shall use commercially reasonable efforts and cooperate with each other to obtain promptly such authorizations, consents or waivers. Pending such authorization, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing without liability to Seller.
Nonassignability of Assets. 2.4.1 Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery of any Transferred Asset, or any claim or right or any benefit arising thereunder or resulting therefrom, is prohibited by any applicable Law or would require the authorizations, approvals, consents or waivers of any Governmental Authority or other third party, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in clause 5.2.7, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof, and in which case to the extent applicable the provisions of Section 6.1 will apply.
Nonassignability of Assets execute such documents and do such acts and things as may be reasonably required for such purpose (including any consent, approval or amendment required to novate, reissue or assign the affected Commitments); provided, however, that neither such Transferor nor the OLP shall be obligated to pay any consideration therefor (except for filing fees and other similar charges which shall be paid by the OLP) to, or commence litigation against, the third party or Person from whom such consents, approvals or waivers are requested. If the applicable Transferor or the OLP is unable to obtain any such required consent, approval or waiver, then until such required consent, approval or waiver is obtained, and in the absence of any alternative arrangement established by agreement between such Transferor and the OLP, the applicable Transferor shall continue to be bound by such Commitments and the OLP shall, as agent for the applicable Transferor or as subcontractor, pay, perform and discharge fully all the obligations of such Transferor thereunder from and after the Effective Time and indemnify and hold harmless such Transferor and its Affiliates and their respective general partners, directors, officers and employees, in their capacities as such, from and against, all losses, claims, damages, taxes, liabilities and expenses whatsoever arising out of or in connection with the OLP's performance of or omission to perform such Transferor's obligations thereunder and hereunder, and the applicable Transferor shall, without further consideration, pay and remit to the OLP (or its designee) promptly all money, rights and other consideration received in respect of such performance after payment of any taxes, costs or expenses due from the -27- 498
Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Asset Purchaser of any asset that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require authorizations, approvals, consents or waivers by any Governmental Authority or third party, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset. Parent and Asset Purchaser understand that they are responsible for obtaining any such authorizations, approvals, consents or waivers by any Governmental Authority or third party. Parent and Asset Purchaser agree that neither Company nor Seller nor any of their Affiliates shall have any liability whatsoever to Parent or Asset Purchaser arising out of or relating to the failure to obtain any such authorizations, approvals, consents or waivers by any Governmental Authority or third party, and no representation, warranty or covenant of Company or Seller herein shall be breached or deemed breached and no condition shall be deemed not satisfied, as a result of such failure or any suit, action or proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such authorizations, approvals, consents or waivers.
Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement other than Section 2.12, which shall apply in the event that a closing cannot occur with respect to a New Country at the Closing, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Purchaser or the Purchaser Buyers, as the case may be, of any asset that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall
