Nontransferable Assets and Liabilities. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the Consent of a third party (including any Governmental Authority) (after giving effect to the Sale Order or any other applicable order of the Bankruptcy Court that effects such transfer without any required Consents), would constitute a breach or other contravention thereof or a violation of Law (each, a “Non-Transferred Asset”).
Nontransferable Assets and Liabilities. Notwithstanding anything herein to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, sublease or transfer any Transferred Asset if any attempted sale, conveyance, assignment, sublease or transfer of such asset, without the Consent of a third party (including a Governmental Authority) (after giving effect to the Sale Order or any other applicable Order of the Bankruptcy Court that effects such transfer without any required Consents) to such transfer, would constitute a breach by Sellers or Purchaser with respect to such Transferred Asset (each, a “Non-Transferred Asset”). In the event the Transferred Assets include one or more Non-Transferred Assets, Sellers shall use their reasonable best efforts to obtain any consent necessary to sell, convey, assign, sublease or assign each such Non-Transferred Assets to Purchaser as soon as possible after the Closing Date. Notwithstanding the foregoing, at Purchaser’s election, (i) any Non-Transferred Assets shall be an Excluded Asset and Purchaser shall have no obligation with respect to any such Non-Transferred Assets or any liability with respect thereto, or (ii) Sellers shall use their reasonable best efforts to obtain for Purchaser substantially all of the practical benefits and burdens of such property or rights of the Non-Transferred Assets (in which case Purchaser shall (x) reasonably assist Sellers in the performance of such Non-Transferred Assets and (y) shall pay or satisfy any liabilities associated with such Non-Transferred Assets to the extent Purchaser would have been responsible for such liabilities if consent under the Non-Transferred Assets had been obtained), including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Purchaser and Sellers and (2) subject to the consent and control of Purchaser, enforcing, at the cost and for the account of Purchaser (and at the direction of Purchaser), any and all rights of Sellers against the third party thereto arising out of the breach or cancellation thereof by such other party or otherwise.
