Common use of Nonassignability of Assets Clause in Contracts

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the assignment or transfer or attempted assignment or transfer to Purchaser of any Transferred Asset or any benefit arising thereunder or resulting therefrom would require any third party consents or waivers and such consents or waivers shall not have been obtained prior to the Closing, neither this Agreement nor any Ancillary Agreement shall constitute an assignment or transfer, or any attempted assignment or transfer thereof. Following the Closing, for a period of 18 months (the “Consent Period”), the parties shall continue to use their reasonable best efforts, and shall cooperate fully with each other, to obtain promptly such consents or waivers. Pending receipt of such consent or waiver, the parties shall cooperate with each other to effect mutually agreeable, reasonable and lawful arrangements pursuant to the Transition Services Agreement or otherwise designed to provide to Purchaser the benefits of any such Transferred Asset. Once consent or waiver for the assignment or transfer of any such Transferred Asset not assigned or transferred at the Closing is obtained, Seller, FGWLA or CLAC, as applicable, shall assign or transfer such Transferred Asset to Purchaser at no additional cost. In the event that Seller or its Affiliate are unable to provide as a transition service the benefits of such Transferred Asset, or any such Transferred Asset is still not transferred by the end of the Consent Period, Seller shall reimburse Purchaser for an amount equal to Purchaser’s incremental costs of replacing such Transferred Asset with a substantially equivalent asset for the same remaining contractual time as such Transferred Asset; such incremental costs are equal to the difference between the cost of the Transferred Asset and the cost of its replacement. Notwithstanding the foregoing sentence, to the extent that Seller is unable to obtain any such required consent with respect to one or more of the Leased Properties prior to the end of the Consent Period, pursuant to the Transition Services Agreement, Seller shall continue to lease the affected Leased Properties for the benefit of Purchaser until such consent is obtained and delivered to Purchaser, or the expiration or termination of the affected Leased Property Lease, whichever is earlier. In the event that, after the Closing, the attempted assignment of any agreement listed in Schedule 1.1(d) proves to be ineffective but the closing contemplated herein for the sale of Shares to which such agreement relates has occurred, Seller shall take such actions in connection with such agreement for the benefit of Purchaser as Purchaser shall direct, to the extent it is reasonable to do so, and Purchaser shall reimburse Seller and its Affiliates for any Losses in connection with such agreement or such actions. For the avoidance of doubt, this Section 2.07 shall not limit the rights of Purchaser under Section 7.05 or of Seller, FGWLA or CLAC under Section 8.05.

Nonassignability of Assets. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, except to the extent that the assignment provisions hereof are waived by Buyer, this Agreement shall not constitute an agreement to sell, assign, sublease, transfer, convey or transfer deliver any asset or attempted assignment any claim or transfer to Purchaser of any Transferred Asset right or any benefit arising thereunder under or resulting therefrom from such asset if such sale, assignment, sublease, transfer, conveyance or delivery is prohibited by any applicable Legal Requirement or would require the Consent of any third party consents Governmental Body or waivers other Person and such consents or waivers shall Consent is not have been obtained prior to Closing. In the event that the Closing proceeds without the sale, assignment, sublease, transfer, conveyance or delivery of any such asset, then following the Closing, neither this Agreement nor any Ancillary Agreement shall constitute an assignment or transfer, or any attempted assignment or transfer thereof. Following the Closing, for a period of 18 months (the “Consent Period”), the parties shall continue to use their reasonable best efforts, and shall cooperate fully with each other, to obtain promptly such consents Consents; provided, however, that, subject to Section 2.8(b), no party -------------- shall be required to pay any consideration therefor other than filing, recordation or waiverssimilar fees which shall be paid by the party who is required by any Legal Requirements or course of dealing to do so. Pending receipt of such consent or waiverConsent, the parties shall cooperate with each other to effect in any mutually agreeable, reasonable and lawful arrangements pursuant to the Transition Services Agreement or otherwise designed to provide to Purchaser Buyer the benefits of any use of such Transferred Assetasset. Once consent or waiver Consent for the assignment sale, assignment, sublease, transfer, conveyance or transfer delivery of any such Transferred Asset asset not assigned sold, assigned, subleased, transferred, conveyed or transferred delivered at the Closing is obtained, SellerSellers shall sell, FGWLA or CLACassign, as applicabletransfer, shall assign or transfer convey and deliver such Transferred Asset asset to Purchaser Buyer at no additional costcost to Buyer. In To the event extent that Seller any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Buyer following the Closing pursuant to this Section 8.2, Buyer and Parent and its Affiliate are unable Subsidiaries ----------- shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide as a transition service to Buyer the benefits of such Transferred Asset, or any such Transferred Asset is still not transferred by the end of the Consent Period, Seller shall reimburse Purchaser for an amount equal to Purchaser’s incremental economic (taking into account Tax costs of replacing such Transferred Asset with a substantially equivalent asset for the same remaining contractual time as such Transferred Asset; such incremental costs are equal to the difference between the cost of the Transferred Asset and the cost of its replacement. Notwithstanding the foregoing sentencebenefits) and operational equivalent, to the extent that Seller is unable to obtain any permitted, of obtaining such required consent with respect to one or more Consent and the performance by Buyer of the Leased Properties prior obligations thereunder. Parent and its Subsidiaries shall hold in trust for and pay to the end of the Consent PeriodBuyer promptly upon receipt thereof, pursuant to the Transition Services Agreementall income, Seller shall continue to lease the affected Leased Properties for the benefit of Purchaser until such consent is obtained proceeds and delivered to Purchaser, other monies received by Parent or the expiration or termination of the affected Leased Property Lease, whichever is earlier. In the event that, after the Closing, the attempted assignment of any agreement listed in Schedule 1.1(d) proves to be ineffective but the closing contemplated herein for the sale of Shares to which such agreement relates has occurred, Seller shall take such actions its Subsidiaries in connection with such agreement for the benefit their use of Purchaser as Purchaser shall direct, to the extent it is reasonable to do so, any asset (net of any Taxes and Purchaser shall reimburse Seller any other costs imposed upon Parent and its Affiliates Subsidiaries) and Buyer shall promptly pay directly or reimburse Parent or its Subsidiaries for any Losses costs of repair made at Buyer's request or Damages arising out of or in connection with Buyer's use of any such agreement or such actions. For asset in connection with the avoidance of doubt, arrangements under this Section 2.07 shall not limit the rights of Purchaser under Section 7.05 or of Seller, FGWLA or CLAC under Section 8.058.2.

Nonassignability of Assets. Notwithstanding anything in this Agreement to the contrary contained in contrary, this AgreementAgreement shall not constitute an agreement to sell, to the extent that the assignment assign, sublease, transfer, convey or transfer deliver any Asset or attempted assignment any claim or transfer to Purchaser of any Transferred Asset right or any benefit arising thereunder under or resulting therefrom from such Asset if such sale, assignment, sublease, transfer, conveyance or delivery is prohibited by any Applicable Law or would require the consent or approval of any third party consents governmental authority or waivers other Person and such consents consent or waivers shall approval is not have been obtained prior to Closing. In the event that the Closing proceeds without the sale, assignment, sublease, transfer, conveyance or delivery of any such Asset and such Asset does not become an Excluded Asset by mutual agreement of the parties, then following the Closing, neither this Agreement nor any Ancillary Agreement shall constitute an assignment or transfer, or any attempted assignment or transfer thereof. Following the Closing, for a period of 18 months (the “Consent Period”), the parties shall continue to use their commercially reasonable best efforts, and shall cooperate fully with each other, to obtain promptly such the applicable consents or waiversapprovals; provided, however, that no party shall be required to pay any consideration therefor other than filing, recordation or similar fees which shall be paid by the party who is required by any legal requirements or course of dealing to do so. Pending receipt of such consent or waiverapproval, the parties shall cooperate with each other to effect in any mutually agreeable, reasonable and lawful arrangements pursuant to the Transition Services Agreement or otherwise designed to provide to Purchaser the benefits of any use of such Transferred Asset. Once consent or waiver approval for the assignment sale, assignment, sublease, transfer, conveyance or transfer delivery of any such Transferred Asset not assigned sold, assigned, subleased, transferred, conveyed or transferred delivered at the Closing is obtained, SellerSeller shall sell, FGWLA or CLACassign, as applicabletransfer, shall assign or transfer convey and deliver such Transferred Asset to Purchaser at no additional costcost to Purchaser. In To the event extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing pursuant to this Section 4.12, Purchaser and Seller shall enter into any mutually agreeable commercially reasonable arrangements (including, without limitation, appropriate management or its Affiliate are unable consulting agreements or subleasing, sublicensing or subcontracting arrangements) necessary to provide as a transition service to Purchaser the benefits of such Transferred Asset, or any such Transferred Asset is still not transferred by the end of the Consent Period, Seller shall reimburse Purchaser for an amount equal to Purchaser’s incremental economic (taking into account tax costs of replacing such Transferred Asset with a substantially equivalent asset for the same remaining contractual time as such Transferred Asset; such incremental costs are equal to the difference between the cost of the Transferred Asset and the cost of its replacement. Notwithstanding the foregoing sentencebenefits) and operational equivalent, to the extent permitted, of obtaining such consent or approval and the performance by Purchaser of the obligations thereunder; provided, however, Seller and Purchaser must use good faith and commercially reasonable efforts to obtain any consents or approvals necessary in order for any of such Assets to be effectively assigned to Purchaser and such efforts shall continue until such consents or approvals are obtained or until it is determined by either Seller or Purchaser that such consents or approvals cannot be reasonably obtained, whichever comes first; provided further, however, that neither Seller is unable nor Purchaser shall be required to expend funds to obtain any such required consent with respect to one or more of the Leased Properties prior to the end of the Consent Period, pursuant to the Transition Services Agreement, consent. Seller shall continue hold in trust for and pay to lease the affected Leased Properties for the benefit of Purchaser until such consent is obtained promptly upon receipt thereof, all income, proceeds and delivered to Purchaser, or the expiration or termination of the affected Leased Property Lease, whichever is earlier. In the event that, after the Closing, the attempted assignment of any agreement listed in Schedule 1.1(d) proves to be ineffective but the closing contemplated herein for the sale of Shares to which such agreement relates has occurred, other monies received by Seller shall take such actions in connection with such agreement for its use of any Asset (net of any taxes and any other costs imposed upon Seller) that are intended to be transferred hereunder but which transfer is prohibited or delayed beyond the benefit Closing Date. The provisions of Purchaser as Purchaser shall direct, to the extent it is reasonable to do so, and Purchaser shall reimburse Seller and its Affiliates for any Losses in connection with such agreement or such actions. For the avoidance of doubt, this Section 2.07 shall not limit survive the rights of Purchaser under Section 7.05 or of Seller, FGWLA or CLAC under Section 8.05Closing.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the assignment sale, conveyance, assignment, sublease, transfer, or transfer delivery or attempted assignment sale, conveyance, sublease, assignment, transfer, or transfer delivery to Purchaser Buyer, of any Transferred asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable law or would require any third party authorizations, approvals, consents or waivers of a Government Authority or other third party, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, neither this Agreement nor any Ancillary Agreement the Closing shall constitute an assignment or proceed without the sale, conveyance, assignment, sublease, transfer, or any attempted assignment delivery of such assets and this Agreement shall not constitute a sale, conveyance, assignment, sublease, transfer, or transfer delivery of such asset or an attempt thereof. Following the Closing, for a period of 18 months (the “Consent Period”), the parties Parties shall continue to use their reasonable best efforts, and shall cooperate fully with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration for any such authorization, approval, consent or waiver other than filing, recordation or similar fees which shall be paid by the Party who is required by law or course of dealing to do so. Pending receipt of such authorization, approval, consent or waiver, the parties Parties shall cooperate with each other to effect in any mutually agreeable, reasonable and lawful arrangements pursuant to the Transition Services Agreement or otherwise designed to provide to Purchaser the Buyer the benefits of such assets and to Sellers the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 2.5 of any asset, Buyer shall perform for the benefit of Sellers the obligations of Sellers thereunder and any related Liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such Transferred AssetLiabilities to Buyer, would be Assumed Liabilities and such obligations and liabilities shall be deemed to be Assumed Liabilities. Once authorization, approval consent or waiver for the assignment sale, conveyance, assignment, sublease, transfer, or transfer delivery of any such Transferred Asset asset not assigned sold, conveyed, assigned, subleased, transferred, or transferred delivered at the Closing is obtained, SellerSellers shall assign, FGWLA transfer, convey and delivery such asset to Buyer following the Closing pursuant to this Section 2.5, then Buyer and Sellers shall enter into such arrangements (including subleasing, sublicensing or CLAC, as applicable, shall assign or transfer such Transferred Asset to Purchaser at no additional cost. In the event that Seller or its Affiliate are unable subcontracting) to provide as a transition service the benefits of such Transferred Asset, or any such Transferred Asset is still not transferred by the end of the Consent Period, Seller shall reimburse Purchaser for an amount equal to Purchaser’s incremental costs of replacing such Transferred Asset with a substantially equivalent asset for the same remaining contractual time as such Transferred Asset; such incremental costs are equal to the difference between Parties the cost of the Transferred Asset economic (taking into account costs and the cost of its replacement. Notwithstanding the foregoing sentencebenefits) and operational equivalent, to the extent that Seller is unable to obtain any permitted, of obtaining such required authorization, approval, consent with respect to one or more waiver and the performance by Buyer of the Leased Properties prior obligations thereunder. Sellers shall hold in trust for, and pay to the end Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of the Consent Period, pursuant to the Transition Services Agreement, Seller shall continue to lease the affected Leased Properties for the benefit of Purchaser until such consent is obtained and delivered to Purchaser, or the expiration or termination of the affected Leased Property Lease, whichever is earlier. In the event that, after the Closing, the attempted assignment of any agreement listed in Schedule 1.1(d) proves to be ineffective but the closing contemplated herein for the sale of Shares to which such agreement relates has occurred, Seller shall take such actions their Affiliates in connection with such agreement for the benefit its use of Purchaser as Purchaser shall direct, to the extent it is reasonable to do so, any assets (net of any Taxes and Purchaser shall reimburse Seller and its Affiliates for any Losses other costs imposed upon Sellers or any of their Affiliates) in connection with such agreement or such actions. For the avoidance of doubt, arrangements under this Section 2.07 shall not limit the rights of Purchaser under Section 7.05 or of Seller, FGWLA or CLAC under Section 8.052.5.

Nonassignability of Assets. Notwithstanding anything to the contrary contained Nothing in this AgreementAgreement shall be construed as an attempt by Seller or any of its Affiliates to assign to Purchaser pursuant to this Agreement any contract, agreement, lease, permit, franchise, claim or asset included in the Purchased Assets (i) which is by its terms or by law nonassignable without the consent of any other party or parties or any governmental authority, unless such consent or approval shall have been given, or (ii) as to which all the remedies for the enforcement thereof available to Seller or such Affiliate would not by law pass to Purchaser as an incident of the assignments provided for by this Agreement (a "Non-Assignable Asset"). To the extent that the assignment any such consent or transfer approval in respect of, or attempted assignment or transfer to Purchaser of any Transferred a novation of, a Non-Assignable Asset or any benefit arising thereunder or resulting therefrom would require any third party consents or waivers and such consents or waivers shall not have been obtained prior to on or before the Closing, neither this Agreement nor any Ancillary Agreement shall constitute an assignment or transfer, or any attempted assignment or transfer thereof. Following the Closing, for a period of 18 months (the “Consent Period”), the parties hereto shall continue to use their reasonable best efforts, efforts and shall cooperate fully with each other, in any reasonable arrangement to obtain promptly such consents or waivers. Pending receipt of such consent or waiver, the parties shall cooperate with each other to effect mutually agreeable, reasonable and lawful arrangements pursuant to the Transition Services Agreement or otherwise designed to provide to assure Purchaser the benefits of any such Transferred AssetNon-Assignable Asset to the extent permitted by law. Once consent or waiver for To the assignment or transfer extent lawful, practicable and reasonable in the circumstances, including the obtaining of any such Transferred Asset not assigned necessary consent or transferred at approval after the Closing is obtained(provided that Seller and its Affiliates shall not be required to pay any money or other consideration or grant forbearances to any third party to effect such consent or approval), Seller, FGWLA on its own or CLACat the request and under the direction of Purchaser and, as applicablein each case, at Purchaser's expense, shall assign or transfer such Transferred Asset take all reasonable actions to assure that the rights and obligations of Seller and its Affiliates under the Non-Assignable Assets shall be preserved for the account of Purchaser at no additional cost. In to the event that extent not involving any undue hardships upon Seller or its Affiliate are unable to provide as a transition service Affiliates or unreasonable time constraints in the benefits of such Transferred Asset, request or compliance with any such Transferred Asset is still not transferred by the end of the Consent Period, Purchaser instructions. Purchaser shall indemnify and hold harmless Seller shall reimburse Purchaser and its Affiliates for an amount equal to Purchaser’s incremental costs of replacing such Transferred Asset with a substantially equivalent asset for the same remaining contractual time as such Transferred Asset; such incremental costs are equal to the difference between the cost of the Transferred Asset and the cost of its replacement. Notwithstanding the foregoing sentence, to the extent that Seller is unable to obtain taking any such required consent with respect to one or more of the Leased Properties prior to the end of the Consent Period, pursuant to the Transition Services Agreement, Seller shall continue to lease the affected Leased Properties for the benefit of Purchaser until such consent is obtained actions and delivered to Purchaser, or the expiration or termination of the affected Leased Property Lease, whichever is earlier. In the event that, after the Closing, the attempted assignment of any agreement listed in Schedule 1.1(d) proves to be ineffective but the closing contemplated herein for the sale of Shares to which such agreement relates has occurred, Seller shall take such actions in connection with such agreement for the benefit of Purchaser as Purchaser shall direct, to the extent it is reasonable to do so, and Purchaser shall reimburse Seller and its Affiliates for any Losses in connection with such agreement or such actionstheir expenses related thereto. For the avoidance of doubt, this Section 2.07 The parties hereto agree that Seller shall not limit be deemed to be in breach of this Agreement as a result of its failure to transfer to Purchaser any Non-Assignable Asset at Closing; provided, however, if such failure causes a failure of any of the rights of Purchaser under Section 7.05 or of Seller, FGWLA or CLAC under Section 8.05.conditions to Purchaser's obligations as set forth in Article