Common use of Nonassignable Contracts and Rights Clause in Contracts

Nonassignable Contracts and Rights. To the extent that the assignment by the Selling Entities of any contract, property, right or asset to be assigned to the Purchasing Entities pursuant to this Agreement shall require the consent or approval of any other party, and such consent or approval shall not have been obtained on or prior to the Transfer Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of the Selling Entities (or any Purchasing Entity, as assignee) thereunder. If any such consent or approval is required but not obtained on or prior to the Transfer Date, the Parties covenant and agree that in such case, the applicable Selling Entity shall continue to deal as instructed by the Purchasing Entities with the other contracting party or parties, with the benefits of such contract, property, right or asset after the Transfer Date accruing to the benefit of the applicable Purchasing Entity and the liabilities and obligations thereunder being performed by the applicable Purchasing Entity on such Selling Entity’s behalf; such Selling Entity shall hold all moneys received thereunder for the benefit of the applicable Purchasing Entity and shall pay the same to the applicable Purchasing Entity within one business day after receipt thereof; and the Parties shall use reasonable best efforts (but without payment of any penalty or fee by any Party other than by the Selling Entities as set forth in Schedule 1.11) to obtain and secure any and all consents and approvals that may be necessary to effect the valid sale, transfer or assignment of the same to the applicable Purchasing Entity without change in any of the material terms or conditions thereof, including without limitation the formal assignment or novation of any of the same, if so required by the Purchasing Entities. The Parties further covenant and agree to make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for the applicable Purchasing Entity the benefits of and to such properties, rights or assets and to provide for the performance by the applicable Purchasing Entity of the liabilities and obligations related thereto.

Nonassignable Contracts and Rights. To the extent that the assignment by the Selling Entities Seller of any contract, property, right or asset to be assigned to the Purchasing Entities Buyer pursuant to this Agreement shall require the consent or approval of any other party, and such consent or approval shall not have been obtained on or prior to the Transfer time of Closing on the Closing Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of the Selling Entities Seller (or any Purchasing EntityBuyer, as assignee) thereunder. If any such consent or approval is required but not obtained on or prior to the Transfer time of Closing on the Closing Date, the Parties Seller and Buyer covenant and agree that in such case, the applicable Selling Entity Seller shall continue to deal as instructed by the Purchasing Entities with the other contracting party or parties, with the benefits and obligations of Seller under such contract, property, right or asset after the Transfer Date accruing to the benefit of the applicable Purchasing Entity and the liabilities and obligations thereunder being performed by the applicable Purchasing Entity on such Selling Entity’s behalfBuyer; such Selling Entity Seller shall hold all moneys received thereunder for the benefit of the applicable Purchasing Entity Buyer and shall pay the same to Buyer promptly following receipt; Seller shall make all payments thereunder when due, provided that prior to or simultaneous with the applicable Purchasing Entity within one business day after receipt thereofmaking of any such payment, Buyer shall have paid the same to Seller; and the Parties shall use all commercially reasonable best efforts (but without payment of any penalty or fee by any Party other than by the Selling Entities as set forth in Schedule 1.11) to obtain and secure any and all consents and approvals that may be necessary to effect the valid sale, transfer or assignment of the same to the applicable Purchasing Entity Buyer without change in any of the material terms or conditions thereof, including without limitation the formal assignment or novation of any of the same, if so required by the Purchasing Entitiesrequired. The Parties Seller and Buyer further covenant and agree to make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for the applicable Purchasing Entity Buyer with the benefits of and to the obligations under such properties, rights or assets and to provide assets, including without limitation enforcement for the performance by benefit of Buyer of any and all rights of Seller against the applicable Purchasing Entity other party thereto arising out of the liabilities breach or cancellation thereof by such other party or otherwise. Notwithstanding anything in this Section 1.9 to the contrary, it is the responsibility of Seller, at its cost, to obtain the "Required Consents" (as defined in Section 6.10). To the extent Buyer is able to receive the benefits under any contract, property, right or asset pursuant to this Section 1.9, Buyer shall be responsible for, and obligations related theretoshall assume and pay, perform and discharge when due, the Assumed Liabilities arising under such contract.

Nonassignable Contracts and Rights. To the extent that the assignment by any of the Selling Entities of any contract, property, right or asset to be assigned to the any Asset Purchasing Entities Entity pursuant to this Agreement shall require the consent or approval of any other party, and such consent or approval shall not have been obtained on or prior to the Transfer Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of any of the Selling Entities (or any Asset Purchasing Entity, as assignee) thereunder. If any such consent or approval is required but not obtained on or prior to the Transfer Date, the Parties covenant and agree that in such case, the applicable Selling Entity Entities shall continue to deal as instructed by the Purchasing Entities with the other contracting party or parties, with the benefits of such contract, property, right or asset after the Transfer Date accruing to the benefit of the applicable Asset Purchasing Entity and the liabilities and obligations thereunder being performed by the applicable Asset Purchasing Entity on such Selling Entity’s Entities’ behalf; such Selling Entity Entities shall hold all moneys received thereunder for the benefit of the applicable Asset Purchasing Entity and shall pay the same to the applicable Purchasing Entity within one business day after receipt thereofPurchaser when received; and the Parties shall use all reasonable best efforts (but without payment of any penalty or fee by any Party other than by the Selling Entities as set forth in Schedule 1.11) to obtain and secure any and all consents and approvals that may be necessary to effect the valid sale, transfer or assignment of the same to the applicable Asset Purchasing Entity without change in any of the material terms or conditions thereof, including without limitation the formal assignment or novation of any of the same, if so required by the Purchasing Entitiesrequired. The Parties further covenant and agree to make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for the applicable Asset Purchasing Entity the benefits of and to such properties, rights or assets and to provide for the performance by the applicable Asset Purchasing Entity of the liabilities and obligations related thereto.

Nonassignable Contracts and Rights. (a) To the extent that the assignment by the Selling Entities of any contract, property, right or other asset to be assigned transferred to the Purchasing Entities Wingfoot pursuant to this Agreement shall require the consent or approval Consent of any other party, and such consent or approval Consent shall not have been obtained on or prior to the Transfer DateClosing, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of the Selling Entities Party assigning such contract (or any Purchasing EntityWingfoot, as assignee) assignee thereunder). If any such consent or approval Consent is required but not obtained on or prior to the Transfer DateClosing, the Parties covenant and agree that in such case, (i) the applicable Selling Entity assigning Party shall continue to deal as instructed by the Purchasing Entities with the other contracting party or parties, with the benefits and obligations of such Party under such contract, property, right or asset after the Transfer Closing Date accruing to Wingfoot; (ii) the benefit of the applicable Purchasing Entity and the liabilities and obligations thereunder being performed by the applicable Purchasing Entity on such Selling Entity’s behalf; such Selling Entity assigning Party shall hold all moneys received thereunder for the benefit of the applicable Purchasing Entity Wingfoot and shall pay the same to Wingfoot when received; (iii) the applicable Purchasing Entity within one business day after receipt thereofassigning Party shall make all payments thereunder when due, and Wingfoot shall pay the same to the assigning Party simultaneous with such payment; and (iv) the Parties shall use all commercially reasonable best efforts (but without payment of any penalty or fee by any Party other than by the Selling Entities as set forth in Schedule 1.11) to obtain and secure any and all consents and approvals Consents that may be necessary to effect the valid sale, transfer or assignment of the same to the applicable Purchasing Entity Wingfoot without change in any of the material terms or conditions thereof, including without limitation the formal assignment or novation of any of the same, if so required by the Purchasing Entitiesrequired. The Parties further covenant and agree to make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for the applicable Purchasing Entity Wingfoot the benefits of and to the obligations under such properties, rights or assets and to provide assets, including without limitation enforcement for the performance by the applicable Purchasing Entity benefit of Wingfoot of any and all rights of the liabilities assigning Party against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. (b) If prior to the assigning Party obtaining a necessary Lien release or Consent for the transfer of any real property interest or equipment including, without limitations, such Party's rights under any contract or right related to real property interest or equipment, included in the Contributed Treadco Assets or the Contributed Goodyear Assets, as the case may be, Wingfoot could reasonably be expected to incur out-of-pocket losses in excess of $500,000 in the aggregate resulting directly from the failure to obtain such Lien release or Consent, the assigning Party, at its option, shall either (i) provide Wingfoot with a real property interest or equipment, as the case may be, that is comparable in all material respects to the real property interest or equipment not transferred so that Wingfoot will not suffer any out-of-pocket losses, or (ii) not provide Wingfoot with such comparable real property interest or equipment and if Wingfoot thereafter incurs out-of-pocket losses in excess of $500,000 in the aggregate resulting directly from the failure to obtain such Lien release or Consent, promptly pay Wingfoot the total amount of such losses. Any amounts paid to Wingfoot by a Party pursuant to this Section 7.5(b) shall be applied to such Party's maximum indemnification obligations related theretoset forth in Section 12.4. (c) Notwithstanding anything in Section 7.5(b) to the contrary, if Treadco is unable to transfer all of its interest in its Tuff-Scan equipment to Wingfoot free and clear of any Liens (other than Treadco Permitted Liens), the Put Price shall be reduced by an amount equal (i) to the book value included in the Treadco Closing Balance Sheet of such equipment not transferred, (ii) less any amount received by Wingfoot, if any, from Olivxx Xxxreading to repurchase the Tuff-Scan equipment.

Nonassignable Contracts and Rights. To the extent that the assignment by the Selling Entities Seller of any contract, property, right or asset to be assigned to the Purchasing Entities Buyer pursuant to this Agreement shall require the consent or approval of any other party, and such consent or approval shall not have been obtained on or prior to the Transfer time of Closing on the Closing Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of the Selling Entities Seller (or any Purchasing EntityBuyer, as assignee) thereunder. If any such consent or approval is required but not obtained on or prior to the Transfer time of Closing on the Closing Date, the Parties Seller and Buyer covenant and agree that in such case, the applicable Selling Entity Seller shall continue to deal as instructed by the Purchasing Entities with the other contracting party or parties, with the benefits and obligations of Seller under such contract, property, right or asset after the Transfer Date accruing to the benefit of the applicable Purchasing Entity and the liabilities and obligations thereunder being performed by the applicable Purchasing Entity on such Selling Entity’s behalfBuyer; such Selling Entity Seller shall hold all moneys received thereunder for the benefit of the applicable Purchasing Entity Buyer and shall pay the same to Buyer promptly following receipt; Seller shall make all payments thereunder when due, provided that prior to or simultaneous with the applicable Purchasing Entity within one business day after receipt thereofmaking of any such payment, Buyer shall have paid the same to Seller; and the Parties shall use all commercially reasonable best efforts (but without payment of any penalty or fee by any Party other than by the Selling Entities as set forth in Schedule 1.11) to obtain and secure any and all consents and approvals that may be necessary to effect the valid sale, transfer or assignment of the same to the applicable Purchasing Entity Buyer without change in any of the material terms or conditions thereof, including without limitation the formal assignment or novation of any of the same, if so required by the Purchasing Entitiesrequired. The Parties Seller and Buyer further covenant and agree to make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for the applicable Purchasing Entity Buyer with the benefits of and to the obligations under such properties, rights or assets and to provide assets, including without limitation enforcement for the performance by benefit of Buyer of any and all rights of Seller against the applicable Purchasing Entity other party theret arising out of the liabilities breach or cancellation thereof by such other party or otherwise. Notwithstanding anything in this Section 1.9 to the contrary, it is the responsibility of Seller, at its cost, to obtain the "Required Consents" (as defined in Section 6.10). To the extent Buyer is able to receive the benefits under any contract, property, right or asset pursuant to this Section 1.9, Buyer shall be responsible for, and obligations related theretoshall assume and pay, perform and discharge when due, the Assumed Liabilities arising under such contract.

Nonassignable Contracts and Rights. To Notwithstanding anything to the extent that the assignment by the Selling Entities contrary in this Agreement, no Contracts, properties, rights or other assets of any contractCompany shall be deemed sold, property, right transferred or asset to be assigned to the Purchasing Entities Buyer pursuant to this Agreement shall require if (a) the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other party, and such consent another party or approval shall not have been obtained on Governmental Entity would be ineffective or prior to the Transfer Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof of Contract or a violation of any Law or would in any other way materially adversely affect the rights of the Selling Entities Company (or any Purchasing Entity, Buyer as transferee or assignee) thereunder. If any and (b) such consent or approval is required but not obtained on or prior to the Transfer Closing Date, the Parties covenant and agree that in . In such case, to the applicable Selling Entity extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or other assets (collectively, the “Beneficial Rights”) shall continue in any event pass as of the Closing Date to deal Buyer under this Agreement; and (ii) pending such consent or approval, Buyer shall assume or discharge the Liabilities of Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as instructed by agent for Company, and Company shall act as Buyer’s agent in the Purchasing Entities with receipt of any benefits, rights or interest received from the other contracting party or partiesBeneficial Rights. Notwithstanding the foregoing, with the benefits of such contract, property, right or asset before and after the Transfer Date accruing to the benefit of the applicable Purchasing Entity Closing, Buyer and the liabilities and obligations thereunder being performed by the applicable Purchasing Entity on such Selling Entity’s behalf; such Selling Entity shall hold all moneys received thereunder for the benefit of the applicable Purchasing Entity and shall pay the same to the applicable Purchasing Entity within one business day after receipt thereof; and the Parties Company shall use reasonable their respective best efforts (but and bear their respective costs of such efforts), without payment any requirement of Company to pay any penalty significant sum of money beyond customarily reasonable amounts in connection with the transfer of permits, contracts or fee by other material agreements of the BHG Companies, to assume any Party other than by the Selling Entities as set forth in Schedule 1.11) material liability from or commence any litigation against any person or entity, to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the same to Contracts, properties, rights or other assets underlying the applicable Purchasing Entity without change in any of the material terms or conditions thereofBeneficial Rights, including without limitation the their formal assignment or novation of any of the samenovation, if so required by the Purchasing Entitiesadvisable. The Parties further covenant Buyer and agree to Company shall make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for Buyer the applicable Purchasing Entity the benefits of and to such properties, rights or assets Beneficial Rights and to provide for the performance by discharge of any Liability arising under such Contracts, properties, rights or other assets, to the applicable Purchasing Entity of the liabilities and obligations related theretoextent such Liability constitutes an Assumed Liability.