Common use of Nonassignable Rights Clause in Contracts

Nonassignable Rights. To the extent that the sale, conveyance, assignment, sublease, transfer or delivery or the attempted sale, assignment, sublease, transfer, conveyance or delivery to Purchaser of any Newsprint Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable law, rule, regulation, order or judgment or would require the authorization, approval, consent or waiver of any third party (including any Governmental Entity) (a “Nonassignable Right”) and such authorization, approval, consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, assignment, sublease, transfer or delivery, or an attempted sale, conveyance, assignment, sublease, transfer or delivery thereof until such authorization, approval, consent or waiver has been obtained and the following provisions shall be applicable: 1.4.1 Following the Closing, Seller shall use its commercially reasonable efforts at its sole cost and expense, and Purchaser shall cooperate therewith, to obtain such authorization, approval, consent or waiver or cause the taking of any required action, as applicable. To the extent that any such authorization, approval, consent or waiver is not so obtained or any such action is not so taken, Seller shall, to the extent reasonably possible and not prohibited by any applicable law, rule, regulation, order or judgment (i) provide to Purchaser the benefits of any such Nonassignable Right as though it were the sole owner thereof, (ii) cooperate in any reasonable and lawful arrangement reasonably requested by Purchaser designed to provide such benefits to Purchaser including purchasing or contracting for the account of Purchaser, or reimbursing Purchaser for any costs or expenses related to the purchase of or the contracting for, such product, service, license, asset or other lawful arrangement that will provide to Purchaser the benefits of such Nonassignable Right, and (iii) at the reasonable request of Purchaser, enforce for the account of Purchaser any right of Seller arising from any such Nonassignable Right against such third party. All costs and expenses incurred by Seller in carrying out the foregoing clauses (i) and (ii) will be paid by Seller; provided, that, Purchaser will be responsible for obligations and liabilities relating to such Nonassignable Rights as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. Once such authorization, approval, consent or waiver for the sale, conveyance, assignment, sublease, transfer or delivery of any Newsprint Asset not sold, conveyed, assigned, subleased, transferred, or delivered at the Closing is obtained, Seller shall, or shall cause its Affiliate to, convey, assign, sublease, transfer and deliver such Newsprint Asset to Purchaser at no additional cost. With respect to the provisions of this Section 1.4, Seller shall, or shall cause its Affiliate to, pay promptly to Purchaser, when received, all income, proceeds and other monies (other than the Purchase Price or any other amount payable by Purchaser to Seller or its Affiliate pursuant to this Agreement or any other Operative Agreement or any other amounts constituting an Excluded Asset) received by Seller after the Closing to the extent related to any Newsprint Asset. 1.4.2 To the extent that Purchaser is provided the benefits pursuant to this Section 1.4 of any such Nonassignable Right, Purchaser shall perform, for the benefit of the applicable third party, the obligations of Seller thereunder or in connection therewith and shall indemnify and hold Seller harmless against any such liability or obligations thereunder arising or to be performed on or after the Closing Date or otherwise constituting an Assumed Obligation.

Nonassignable Rights. To Notwithstanding anything to the contrary in this Agreement, to the extent that any Purchased Asset is not assignable or transferable without the sale, conveyance, assignment, sublease, transfer or delivery or the attempted sale, assignment, sublease, transfer, conveyance or delivery to Purchaser of any Newsprint Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable law, rule, regulation, order or judgment or would require the authorization, approval, consent or waiver of, or the taking of any other action by, any third party (including any Governmental Entity) (a “Nonassignable Right”) and ), or if the assignment or transfer thereof or the attempted assignment or transfer thereof would be ineffective, would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the substantial benefit of all such authorizationrights, approvalwould constitute a breach under any applicable Contract or a violation of applicable Law, consent or waiver shall not have been obtained prior to the Closing, then this Agreement shall not constitute a sale, conveyance, assignment, sublease, transfer an assignment or deliverytransfer, or an attempted saleassignment or transfer thereof, conveyance, assignment, sublease, transfer or delivery thereof until such authorization, approval, consent or waiver has been obtained or such other action has been taken, and the following provisions shall be applicableapplicable for a period of one (1) year following the Closing: 1.4.1 Following the Closing, 1.3.1 Seller shall use its commercially reasonable efforts at its sole cost and expense, (which shall not require it to incur any financial obligation or any other onerous obligation) and Purchaser shall cooperate therewith, to obtain such authorization, approval, consent or waiver or cause the taking of any required action, as applicable. To the extent that any such authorization, approval, consent or waiver is not so obtained or any such action is not so takentaken on or prior to the Closing Date, Seller shall, to the extent reasonably possible and not prohibited by any applicable lawLaw or the applicable Contract or Permit, ruleat Purchaser’s sole cost and expense, regulation, order or judgment (ia) provide to Purchaser the benefits of any such Nonassignable Right as though it were the sole owner thereofRight, (iib) cooperate in any reasonable and lawful arrangement reasonably requested by Purchaser designed to provide such benefits to Purchaser including purchasing or contracting for the account of Purchaser, or reimbursing Purchaser for any costs or expenses related to the purchase of or the contracting for, such product, service, license, asset or other lawful arrangement that will provide to Purchaser the benefits of such Nonassignable Right, ; and (iiic) at the reasonable request of Purchaser, enforce for the account of Purchaser any right of Seller arising from any such Nonassignable Right against such third party. All costs and expenses incurred by ; provided however, with respect to any Contract that constitutes a Nonassignable Right hereunder, nothing in this Section 1.3 shall require Seller in carrying out to (x) renew such Contract after the foregoing clauses (i) and (ii) will be paid by Seller; provided, that, Purchaser will be responsible for obligations and liabilities relating to such Nonassignable Rights as if they had been transferred expiration or assigned to Purchaser termination thereof in accordance with the its terms of this Agreement. Once such authorization, approval, consent or waiver for the sale, conveyance, assignment, sublease, transfer or delivery of (y) enter into any Newsprint Asset not sold, conveyed, assigned, subleased, transferred, or delivered at the Closing is obtained, Seller shall, or shall cause its Affiliate to, convey, assign, sublease, transfer and deliver such Newsprint Asset to Purchaser at no additional cost. With new Contract with respect to the provisions subject matter of this Section 1.4, Seller shall, or shall cause its Affiliate to, pay promptly to Purchaser, when received, all income, proceeds and other monies (other than the Purchase Price or any other amount payable by Purchaser to Seller or its Affiliate pursuant to this Agreement or any other Operative Agreement or any other amounts constituting an Excluded Asset) received by Seller after the Closing to the extent related to any Newsprint Assetsuch Nonassignable Right. 1.4.2 1.3.2 To the extent that Purchaser is provided the benefits pursuant to this Section 1.4 1.3 of any such Nonassignable Right, Purchaser shall perform, perform for the benefit of the applicable third party, the obligations of Seller thereunder or in connection therewith and shall indemnify and hold Seller harmless against any such liability or obligations thereunder arising or to be performed on or after the Closing Date Date, other than with respect to any grossly negligent or otherwise constituting an Assumed Obligationbad faith acts or omissions of Seller. If such consent is subsequently obtained, the Purchased Asset will be deemed for purposes of this Agreement to have been transferred effective as of the Closing Date. 1.3.3 Notwithstanding anything contained herein to the contrary, the provisions of this Section 1.3 shall not apply to: (a) any consent or approval required under any Antitrust Laws, which consent or approval shall be governed by Section 5.3; (b) any consent or approval required pursuant to Section 7.2.4 unless and until Purchaser either provides a written waiver thereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing; or (c) any consent or approval required by the U.S. Nuclear Regulatory Commission (“NRC”) required to transfer the NRC Permit, which shall be governed by the Control Agreement.

Nonassignable Rights. To the extent that the sale, conveyance, assignment, sublease, transfer or delivery or assignment by the attempted sale, assignment, sublease, transfer, conveyance or delivery to Purchaser Company of any Newsprint Asset or any claim or right or any benefit arising thereunder or resulting therefrom of the Nonassignable Rights is prohibited by any applicable law, rule, regulation, order or judgment or would require required pursuant to this Agreement and is not permitted without the authorization, approval, consent or waiver of any a third party (including any Governmental Entity) (a “Nonassignable Right”) and such authorization, approval, consent or waiver shall not have been obtained prior to the Closingparty, this Agreement shall not be deemed to constitute an undertaking to assign the same if consent of a salethird party or Governmental Authority is not given; however, conveyancethe Company will use its best efforts to obtain any and all such consents by Governmental Authorities and its reasonable best efforts to obtain any and all consents and assignments of third parties and, assignmentwhere possible, subleaseto secure novations with respect to such Nonassignable Rights where required by such third parties as appropriate, transfer or delivery, or an attempted sale, conveyance, assignment, sublease, transfer or delivery thereof until unless specifically requested by Buyer not to seek such authorization, approval, consent or waiver has been obtained and the following provisions shall be applicable: 1.4.1 Following the Closing, Seller shall use its commercially reasonable efforts at its sole cost and expense, and Purchaser shall cooperate therewith, to obtain such authorization, approval, novation. If any consent or waiver novation is required and is not obtained (whether at the request of Buyer or cause otherwise), the taking Company will cooperate with Buyer in any arrangement designed to provide to Buyer the benefits under instruments governing such Nonassignable Rights, including, in the case of any required actiona product sales order, the undertaking by Buyer of the work necessary to perform under the contract and to ship the products called for thereunder as applicablethe agent of the Company with the understanding that the Company will then invoice the purchaser for products shipped and promptly remit the amount of the receivable when collected by it to Buyer. To the extent that In any such authorizationarrangement, approval, consent or waiver is not so obtained or any such action is not so taken, Seller shall, Buyer shall have the sole responsibility with respect to the extent reasonably possible and not prohibited by any applicable law, rule, regulation, order or judgment (i) provide to Purchaser performance of the benefits of any instrument governing such Nonassignable Right as though it were following Closing; shall bear all costs and expenses with respect thereto arising or occurring after the sole owner thereofClosing Date; shall be solely entitled to the benefits and shall be solely responsible for any breach of warranties or guarantees with respect to products shipped after the Closing Date; and shall indemnify the Company and hold the Company harmless from any cost, claim, suit, demand, damage (iiincluding consequential and incidental damages) cooperate in or expenses (including attorneys' fees) arising out of any reasonable and lawful arrangement reasonably requested work performed by Purchaser designed to provide such benefits to Purchaser including purchasing or contracting for the account of PurchaserBuyer, its agents or reimbursing Purchaser for subcontractors or any costs or expenses related to act on the purchase part of or the contracting for, such product, service, license, asset or other lawful arrangement that will provide to Purchaser the benefits of such Nonassignable Right, and (iii) at the reasonable request of Purchaser, enforce for the account of Purchaser any right of Seller arising from Buyer or its employees, agents or subcontractors on any such Nonassignable Right against such third party. All costs and expenses incurred by Seller in carrying out the foregoing clauses (i) and (ii) will be paid by Seller; provided, that, Purchaser will be responsible for obligations and liabilities relating to such Nonassignable Rights as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. Once such authorization, approval, consent or waiver for the sale, conveyance, assignment, sublease, transfer or delivery of any Newsprint Asset not sold, conveyed, assigned, subleased, transferred, or delivered at the Closing is obtained, Seller shall, or shall cause its Affiliate to, convey, assign, sublease, transfer and deliver such Newsprint Asset to Purchaser at no additional cost. With respect to the provisions of this Section 1.4, Seller shall, or shall cause its Affiliate to, pay promptly to Purchaser, when received, all income, proceeds and other monies (other than the Purchase Price or any other amount payable by Purchaser to Seller or its Affiliate pursuant to this Agreement or any other Operative Agreement or any other amounts constituting an Excluded Asset) received by Seller after the Closing to the extent related to any Newsprint Asset. 1.4.2 To the extent that Purchaser is provided the benefits pursuant to this Section 1.4 of any such instrument governing a Nonassignable Right, Purchaser shall perform, for the benefit of the applicable third party, the obligations of Seller thereunder or in connection therewith and shall indemnify and hold Seller harmless against any such liability or obligations thereunder arising or to be performed on or after the Closing Date or otherwise constituting an Assumed Obligation.