Common use of Procedures for Non-Transferable Assets Clause in Contracts

Procedures for Non-Transferable Assets. If any Purchased Contracts or any other property or rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable Legal Requirements without the consent of some other party or parties that has not been obtained on or before the Closing Date, and Buyer has elected to proceed to Closing notwithstanding the provisions of Section 7.1, then Seller shall (a) use Commercially Reasonable Efforts to obtain, as soon as reasonably possible after the Closing Date, any consents to assignment as are reasonably requested by Buyer that were not previously obtained and (b) assign such Purchased Contracts or other property or rights included in the Purchased Assets to Buyer on the effective date for any such consent obtained (and this Agreement shall not constitute an assignment of such Purchased Contract or other property or rights until such consent is obtained), subject to the other provisions of this Section 2.4. With respect to any Purchased Contract or property or right included in the Purchased Assets for which a necessary consent has not been obtained as of the Closing Date, if requested by Buyer, Seller shall enter into any reasonable arrangement with Buyer that is designed to give Buyer the practical benefits of such property or right, provided that such use is without any incremental cost to Buyer or Seller (for purposes of clarity, to the extent that there is any expense to Seller for use of any such property or right, such expense shall be paid by Buyer).

Procedures for Non-Transferable Assets. If any Purchased Contracts or any other property or rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable Legal Requirements without the consent of some other party or parties that has not been obtained on or before parties, the Seller shall use Commercially Reasonable Efforts to obtain such consents prior to the Closing Date. If any such consents cannot be obtained prior to Closing, the Buyers may (a) in the exercise of their sole discretion waive such requirement as a condition to Closing, and Buyer has elected in such event, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and the Buyers shall not assume the obligations of the Seller with respect thereto, or (b) terminate this Agreement to the extent permitted by Section 9.1(c). In the event the Buyers elect to proceed pursuant to Closing notwithstanding subsection (a) of the provisions of Section 7.1preceding sentence, then following the Closing, the Seller shall (a) use Commercially Reasonable Efforts to obtain, as soon as reasonably possible after the Closing Date, any consents to assignment as are reasonably requested by the Buyer that were not previously obtained and (b) assign such Purchased Contracts or other property or rights included in the Purchased Assets to the Buyer on the effective date for any such consent obtained (and this Agreement shall not constitute an assignment of such Purchased Contract or other property or rights until such consent is obtained), subject to the other provisions of this Section 2.4. With respect to any Purchased Contract or property or right included in the Purchased Assets for which a necessary consent has not been obtained as of the Closing Date, if requested by Buyerthe Buyers, the Seller shall enter into any reasonable arrangement with Buyer the Buyers that is designed to give Buyer the Buyers the practical benefits of such property or right, provided that such use is without any incremental additional cost to Buyer or Seller (for purposes of clarity, to the extent that there is any expense to Seller for use of any such property or right, such expense shall be paid by Buyer)Buyers.

Procedures for Non-Transferable Assets. If any (a) . In the event the Seller does not obtain consent necessary for the assignment or transfer of an Purchased Contracts Contract or any other property or rights included in the Purchased Assets are not assignable or transferable either by virtue Asset as of the provisions thereof or under applicable Legal Requirements without the consent of some other party or parties that has not been obtained on or before the Closing Date, and Buyer has elected to proceed to Closing notwithstanding the provisions of Section 7.1Closing, then following the Closing, the Seller shall (a) use Commercially Reasonable Efforts to obtain, as soon as reasonably possible after the Closing Date, any consents to assignment as are reasonably requested by the Buyer that were not previously obtained and (b) assign b)assign such Purchased Contracts or other property or rights included in the Purchased Assets to the Buyer on the effective date for any such consent obtained (and this Agreement shall not constitute an assignment of such Purchased Contract or other property or rights until such consent is obtained), subject to the other provisions of this Section 2.4. With respect to any such Purchased Contract or property or right included in the Purchased Assets for which a necessary consent has not been obtained as of the Closing Date, if requested by the Buyer and permitted by the terms of such Purchased Contract, the Seller shall subcontract to the Buyer such Purchased Contract (i)until the earlier of the date on which such consent is obtained and is effective and the date on which the term of such Purchased Contract ends, (ii)at the price specified in such Purchased Contract without any additional mark-up, (iii)and otherwise on the same terms and conditions as are included in such Purchased Contract, and the Buyer, under such subcontract, shall be responsible for the costs and liabilities associated with the Buyer's performance of such Purchased Contract, in each case, to the extent arising after the Effective Time and will be entitled to and shall receive all of the benefits, including any revenues, from such Purchased Contract. If subcontracting such Purchased Contract is not permitted under its terms, the Seller and the Buyer shall cooperate with one another in any reasonable arrangement designed to give the Buyer the practical benefits of such Purchased Contract and the obligations arising after the Effective Time under such Purchased Contract. With respect to any property or right included in the Purchased Assets (other than a Purchased Contract) for which a consent has not been obtained as of the Closing Date, if requested by the Buyer, the Seller shall enter into any reasonable arrangement with the Buyer that is designed to give the Buyer the practical benefits of such property or right, provided that such use is without any incremental additional cost to Buyer or Seller (for purposes of clarity, to the extent that there is any expense to Seller for use of any such property or right, such expense shall be paid by Buyer).

Procedures for Non-Transferable Assets. (a) If any Purchased Assumed Contracts or any other property or rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable Legal Requirements without the consent of some other party one or parties that more third persons and such consent has not been obtained on or before as of the Closing DateClosing, and Buyer has elected to proceed to Closing notwithstanding the provisions of Section 7.1, then Seller parties hereto shall (a) use Commercially Reasonable Efforts commercially reasonable efforts to obtain, as soon as reasonably possible after the Closing DateClosing, any such consents to assignment as are reasonably requested by Buyer Purchaser that were not previously obtained and (b) assign such Purchased Assumed Contracts or other property or rights included in the Purchased Assets to Buyer Purchaser on the effective date for any such consent obtained (and this Agreement shall not constitute an assignment of such Purchased Contract or other property or rights until such consent is obtained), subject to the other provisions of this Section 2.4. With respect to any Purchased such Assumed Contract or property or right included in the Purchased Assets for which a necessary consent has not been obtained as of the Closing DateClosing, if requested by BuyerPurchaser and permitted by the terms of such Assumed Contract, Seller and its Affiliates shall enter into subcontract to Purchaser such Assumed Contract (a) until the earlier of (i) the date on which such consent is obtained and is effective or (ii) the date on which the term of such Assumed Contract ends, (b) at the price specified in such Assumed Contract without any additional xxxx-up, and (c) otherwise on the same terms and conditions as are included in such Assumed Contract, and Purchaser, under such subcontract, shall be responsible for the liabilities associated with the performance of such Assumed Contract to the extent those liabilities would otherwise constitute Assumed Liabilities and will be entitled to and shall receive all of the benefits from such Assumed Contract. If subcontracting such Assumed Contract is not permitted under its terms, the parties hereto shall cooperate with one another in any reasonable arrangement with Buyer that is acceptable to the parties designed to give Buyer Purchaser the practical benefits of such property or right, provided Assumed Contract and the obligations arising under such Assumed Contract that such use is without any incremental cost to Buyer or Seller (for purposes of clarity, to the extent that there is any expense to Seller for use of any such property or right, such expense shall be paid by Buyer)would otherwise constitute Assumed Liabilities.