Common use of Procedures for Assets Not Transferable Clause in Contracts

Procedures for Assets Not Transferable. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery, or attempted sale, conveyance, transfer, assignment or delivery, to the Purchaser of any Transferred Asset (a “Nonassignable Asset”) is prohibited by applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (collectively, the “Consents”), and such Consent is not required to be delivered pursuant to Section 8.3(i) hereof, if any such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; provided, however, that, notwithstanding the foregoing, subject to Article VIII hereof, the Closing shall occur on the terms and conditions set forth herein; provided, further, that the Company shall not be relieved of its obligations to sell, and the Purchaser shall not be relieved of their obligations to purchase, acquire and assume, any such Nonassignable Asset. Following the Closing, the Company shall use its commercially reasonable best efforts, and the Purchaser shall cooperate with the Company, to obtain promptly such Consents. If any such Consent is obtained after the Closing, the Company shall convey, transfer, assign and deliver the applicable Nonassignable Asset to the Purchaser. Pending receipt of any such Consent, the parties shall use their commercially reasonable best efforts to implement an alternative arrangement to permit the Purchaser to realize, receive and enjoy substantially similar rights and the full benefits of any such Nonassignable Asset as if such impediment to assignment or transfer did not exist. To the extent such Nonassignable Asset is a Contract and such Contract may not be assigned to the Purchaser by reason of the absence of any such Consent, then (i) the Company shall promptly pay over to the Purchaser the amount of all payments received by it, from time to time, in respect of the applicable Nonassignable Assets, and (ii) the Purchaser shall promptly reimburse the amount of any expenses incurred by the Company in the course of providing the benefits of such Nonassignable Assets in amounts consistent with expenses incurred by the Company performing such services prior to the Closing. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2

Procedures for Assets Not Transferable. Notwithstanding anything The Purchasing Parties acknowledge the Sellers’ ability to assign their rights under the contrary contained in Permits and under the Contracts included within the Purchased Assets may be subject to receipt of Consent from individuals, corporations, business trusts, proprietorships, firms, partnerships, limited partnerships, limited liability partnerships, limited liability companies, trusts, associations, joint ventures, Governmental Authorities or other entities (“Persons”). The Selling Parties shall use all commercially reasonable efforts to obtain those Consents as soon as possible after the date of this Agreement, to . To the extent that the sale, conveyance, transfer, assignment or delivery, or attempted sale, conveyance, transfer, assignment or delivery, to the Purchaser of any Transferred Asset (a “Nonassignable Asset”) is prohibited by applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (collectively, the “Consents”), and such Consent is not required to be delivered pursuant to Section 8.3(i) hereof, if any such Consent shall not have been obtained prior to the Closingrequired, this Agreement and the Assignment and Assumption Agreement shall not constitute an agreement to assign a sale, conveyance, transfer, Permit or a Contract if an assignment or delivery thereof if any of the foregoing attempted assignment would constitute a breach of applicable Law the Permit or Contract. If any Permit or Contract cannot, in the rights reasonable opinion of the Purchasing Parties’ counsel, be transferred effectively without the Consent of a Person other than a Selling Party, a Purchasing Party or any third party; provided, however, that, notwithstanding the foregoing, subject to Article VIII hereof, the Closing shall occur on the terms and conditions set forth herein; provided, further, that the Company shall not be relieved Affiliate of its obligations to sella Selling Party or a Purchasing Party (a “Third Party”), and the Purchaser shall not be relieved Selling Parties are unable to obtain that Consent even after using all of their obligations commercially reasonable efforts to purchasedo so, acquire the Selling Parties shall use its best efforts to provide the Purchaser the benefits of the Permit or Contract at their cost and assume, any such Nonassignable Assetexpense. Following At the Closing, the Company Selling Parties shall use execute and deliver to the Purchaser such documentation that assures the Purchaser of those benefits and under which the Selling Parties shall agree to enforce, at the request of the Purchaser and for the account of the Purchaser, any rights of the Selling Parties arising from any such Permit or Contract, including the right to elect to terminate in accordance with its terms on the advice of the Purchaser (to the extent legally permissible) and to cooperate in any commercially reasonable best efforts, and lawful arrangement designed to provide the Purchaser shall cooperate with benefits of the Company, to obtain promptly such Consents. If any such Consent is obtained after the Closing, the Company shall convey, transfer, assign and deliver the applicable Nonassignable Asset Permit or Contract to the Purchaser. Pending receipt of any such Consent, the parties shall use their commercially reasonable best efforts to implement an alternative arrangement to permit the Purchaser to realize, receive and enjoy substantially similar rights and the full benefits of any such Nonassignable Asset as if such impediment to assignment or transfer did not exist. To the extent such Nonassignable Asset is a Contract and such Contract may not be assigned to the Purchaser by reason of the absence of any such Consent, then (i) the Company shall promptly pay over to the Purchaser the amount of all payments received by it, from time to time, in respect of the applicable Nonassignable Assets, and (ii) the Purchaser shall promptly reimburse the amount of any expenses incurred by the Company in the course of providing the benefits of such Nonassignable Assets in amounts consistent with expenses incurred by the Company performing such services prior to the Closing. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2.

Procedures for Assets Not Transferable. Notwithstanding anything Anything in this Agreement to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery, or attempted sale, conveyance, transfer, assignment or delivery, to the Purchaser of any Transferred Asset (a “Nonassignable Asset”) is prohibited by applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (collectively, the “Consents”), and such Consent is not required to be delivered pursuant to Section 8.3(i) hereof, if any such Consent shall not have been obtained prior to the Closingnotwithstanding, this Agreement shall not constitute an agreement to assign any Contract or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the Consent of a saleThird Party, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or violation thereof and if consent to such assignment is not obtained on or prior to the rights Closing Date. If any Contracts or Permits included within the Purchased Assets are not assignable or transferable to the Buyer without the Consent of any third partyGovernmental Authority or Third Party, and such Consent has not been obtained prior to the Closing Date and the Closing occurs, this Agreement and the Assignment and Assumption Agreements shall not constitute an assignment or transfer thereof unless and until such Consent is obtained. In such case, the Seller shall use commercially reasonable efforts to obtain such Consent as soon as possible after the Closing Date; provided, however, that, notwithstanding the foregoing, subject to Article VIII hereof, the Closing shall occur on the terms and conditions set forth herein; provided, further, that the Company Seller shall not be relieved of its obligations required to sell, incur out-of-pocket expenses in connection therewith and the Purchaser shall not be relieved of their obligations to purchase, acquire and assume, any such Nonassignable Asset. Following the Closing, the Company shall use its commercially reasonable best efforts, and the Purchaser Buyer shall cooperate with the Company, Seller in that endeavor. The Seller shall use commercially reasonable efforts to obtain promptly such Consents. If any such Consent is obtained after provide the Closing, Buyer the Company shall convey, transfer, assign and deliver the applicable Nonassignable Asset to the Purchaser. Pending receipt benefit of any such ConsentContract or Permit and to enforce, at the parties request of the Buyer and for the account of the Buyer, any rights of the Seller arising from any such Contract or Permit, including the right to elect to terminate in accordance with the terms thereof upon the advice of the Buyer (to the extent legally permissible) and shall use their cooperate in any commercially reasonable best efforts and lawful arrangement designed to implement an alternative arrangement provide such benefits to permit the Purchaser to realize, receive and enjoy substantially similar rights and the full benefits Buyer. The costs of any such Nonassignable Asset as if efforts in providing such impediment benefits shall be for the Buyer's account and in no event shall the Seller's obligations to assignment or transfer did not exist. To provide the extent such Nonassignable Asset is a Contract and such Contract may not be assigned to the Purchaser by reason of the absence benefit of any such Consent, then Contract or Permit extend beyond the ninetieth (i90th) day following the Company shall promptly pay over to the Purchaser the amount of all payments received by it, from time to time, in respect of the applicable Nonassignable Assets, and (ii) the Purchaser shall promptly reimburse the amount of any expenses incurred by the Company in the course of providing the benefits of such Nonassignable Assets in amounts consistent with expenses incurred by the Company performing such services prior to the Closing. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2Closing Date.

Procedures for Assets Not Transferable. Notwithstanding anything to (a) If any property or right (each, an “Authorization”) included in the contrary contained in this AgreementAssets is not assignable or transferable, to either by virtue of the extent that provisions thereof or under applicable Law, without the saleconsent of one or more third persons or entities (each, conveyance, transfer, assignment or delivery, or attempted sale, conveyance, transfer, assignment or delivery, to the Purchaser of any Transferred Asset (a “Nonassignable Asset”) is prohibited by applicable Law or would require any governmental or thirdNon-party authorizations, approvals, consents or waivers (collectively, the “ConsentsAssignable Right”), and Sellers shall assist Purchaser in Purchaser’s efforts to obtain such Consent consents after the execution of this Agreement until such consent is obtained. If any of the Authorizations included in the Assets are not required so assignable or transferable without obtaining a replacement Authorization, Sellers shall cooperate with Purchaser in Purchaser’s efforts to obtain replacement Authorizations (each a “Replacement Authorization”) issued in Purchaser’s name. (b) If any consent in respect of a Non-Assignable Right cannot be delivered pursuant to Section 8.3(i) hereof, if any such Consent shall not have been obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute a sale, conveyance, transfer, an assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; providedtransfer thereof, however, that, notwithstanding the foregoing, subject to Article VIII hereof, the Closing shall occur on the terms and conditions set forth herein; provided, further, that the Company shall not be relieved of its obligations to sell, and the Purchaser shall not be relieved of their obligations to purchase, acquire and assume, any such Nonassignable Asset. Following the Closing, the Company shall use its commercially reasonable best efforts, and the Purchaser shall cooperate with the Company, to obtain promptly such Consents. If any such Consent is obtained after the Closing, the Company shall convey, transfer, assign and deliver the applicable Nonassignable Asset to the Purchaser. Pending receipt of any such Consent, the parties but Sellers shall use their commercially reasonable best efforts to implement obtain such consent as soon as possible after the Closing. Purchaser will cooperate, to the extent commercially reasonable, with Sellers in their efforts to obtain such consents. If any such consent shall not be obtained prior to Closing, then, at Purchaser’s option, (A) the Non-Assignable Right shall be an Excluded Asset and Purchaser shall not assume any Liability relating thereto or arising thereunder or (B) Sellers shall use their commercially reasonable efforts to obtain for Purchaser substantially all of the practical benefit and burden of such property or rights, including by (y) arranging for appropriate and reasonable alternative arrangement arrangements on terms mutually agreeable to permit Purchaser and Sellers and (z) subject to the Purchaser to realizeconsent and control of Purchaser, receive enforcement, at the cost and enjoy substantially similar rights and for the full benefits account of Purchaser, of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such Nonassignable Asset as if such impediment other party or otherwise. If, and to assignment or transfer did not exist. To the extent that such Nonassignable Asset is a Contract and such Contract may arrangement cannot be assigned made on terms and conditions mutually acceptable to the Sellers and Purchaser, Purchaser by reason of the absence of shall have no obligation pursuant to Section 1.01 and Section 1.02 or otherwise with respect to any such Consent, then Non-Assignable Right or any Liability with respect thereto. (ic) the Company shall promptly pay over to the Purchaser the amount of all payments received by it, from time to time, in respect of the applicable Nonassignable Assets, and (ii) the Purchaser shall promptly reimburse the amount of If any expenses incurred by the Company in the course of providing the benefits of such Nonassignable Assets in amounts consistent with expenses incurred by the Company performing such services Replacement Authorization cannot be obtained prior to the Closing. ** ** Text Omitted and Filed Separately with , Sellers agree to take all actions necessary to allow Purchaser to operate under its Authorizations, to the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2extent permitted by applicable laws or applicable governmental authority for such period as may be reasonably necessary for Purchaser, using their commercially reasonable efforts to obtain any such Replacement Authorization.

Procedures for Assets Not Transferable. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery, delivery or attempted sale, conveyance, transfer, assignment or delivery, delivery to the Buyer or any Designated Purchaser of any Transferred Shares or any Transferred Asset (a “Nonassignable Asset”) is prohibited by applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (collectively, the “Consents”)) the Company shall use its, and shall cause its Subsidiaries to use their respective reasonable best efforts to obtain such Consent is not required Consents prior to be delivered pursuant to Section 8.3(i) hereof, the Closing and if any such Consent Consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; provided, however, that, notwithstanding the foregoing, subject to Article VIII hereof, that the Closing shall occur notwithstanding the foregoing on the terms and conditions set forth herein; providedprovided further, furtherhowever, that the Company shall not be relieved of its obligations obligation to sell, and the Purchaser shall not be relieved Buyer of their obligations its obligation to purchase, acquire and assume, any such Nonassignable AssetTransferred Assets. Following the Closing, the Company parties shall use its commercially their reasonable best efforts, efforts and the Purchaser shall cooperate with the Company, each other to obtain promptly such Consents. If any such Consent is obtained after Pending or in the Closing, the Company shall convey, transfer, assign and deliver the applicable Nonassignable Asset to the Purchaser. Pending receipt absence of any such Consent, the parties shall use their commercially respective reasonable best efforts to implement an alternative arrangement to permit the Purchaser Buyer or the respective Designated Purchaser, as the case may be, to realize, receive and enjoy substantially similar rights and the full benefits of any such Nonassignable Transferred Asset as if such impediment to assignment or transfer did not exist, and to enable Buyer or the respective Designated Purchaser to conduct the Business until such Consent is obtained; provided, however, that after Closing, the Company shall, and shall cause its Subsidiaries to, enforce, upon and at the request of the Buyer and for the benefit of the Buyer, any rights of the Company or its Subsidiaries arising with respect to third parties party thereto. To If such Consent is obtained, the extent Company shall, and shall cause its Subsidiaries to, promptly convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, such Nonassignable Transferred Asset is a Contract and such Contract may not be assigned to the Purchaser by reason Buyer or such Designated Purchaser. The provisions of this Section 2.5 shall not in any way limit the absence of any such Consent, then (i) the Company shall promptly pay over to the Purchaser the amount of all payments received by it, from time to time, in respect of the applicable Nonassignable Assets, and (ii) the Purchaser shall promptly reimburse the amount of any expenses incurred by the Company Buyer’s rights under this Agreement in the course of providing event that the benefits of such Nonassignable Assets in amounts consistent with expenses incurred by the Company performing such services prior conditions to the Closing. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2Closing are not satisfied.