Common use of Procedures for Assets Not Transferable Clause in Contracts

Procedures for Assets Not Transferable. If any material contract, permit, or any other property or right included in the Assumed Liabilities or the Assets is not assignable or transferable without the consent of a third party, and such consent has not been obtained prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, but Seller shall diligently use its commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. With respect to each such Asset or Contract for which a necessary consent has not been obtained, Seller shall use commercially reasonable efforts to otherwise obtain or arrange for Buyer, at no additional cost to Buyer, the benefits of such Asset or Contract, property or right until such consent is obtained. Buyer agrees to reasonably cooperate with Seller to devise ways for Buyer to receive such benefits, including, without limitation, entering into reasonable and mutually agreed upon subleases and operating agreements with Seller.

Procedures for Assets Not Transferable. If any non-material contract, permit, or any other property or right included in the Assumed Liabilities or the Assets is not assignable or transferable without the consent of a third party, and such consent has not been obtained prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, but Seller shall diligently use its commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. With respect to each such Asset or Contract for which a necessary consent has not been obtained, Seller shall use commercially reasonable efforts to otherwise obtain or arrange for Buyer, at no additional cost to Buyer, the benefits of such Asset or Contract, property or right until such consent is obtained. Buyer agrees to reasonably cooperate with Seller to devise ways for Buyer to receive such benefits, including, without limitation, entering into reasonable and mutually agreed upon subleases and operating agreements with Seller.

Procedures for Assets Not Transferable. If any material contract, permit, of the contracts or -------------------------------------- agreements or any other property or right rights included in the Assumed Liabilities or the Acquired Assets is are not assignable or transferable without the consent of a third party, Seller shall diligently use its best efforts to obtain such consents prior to the Closing Date and Purchaser shall use commercially reasonable efforts to assist in that endeavor. If any such consent has cannot been be obtained prior to the Closing DateDate and the Closing occurs, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, and Purchaser shall not assume Seller's obligations with respect thereto, but Seller shall diligently use its commercially reasonable best efforts to obtain such consent as soon as possible after the Closing Date. With respect to each Date or otherwise obtain for Purchaser the practical benefit of such Asset property or Contract for which a necessary consent has not been obtained, Seller rights and Purchaser shall use commercially reasonable efforts to otherwise obtain or arrange for Buyer, at no additional cost to Buyer, the benefits of such Asset or Contract, property or right until such consent is obtained. Buyer agrees to reasonably cooperate with Seller to devise ways for Buyer to receive such benefits, including, without limitation, entering into reasonable and mutually agreed upon subleases and operating agreements with Sellerassist in that endeavor.