Assignment of Contracts and Permits. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, any Contract or Permit which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively "NON-ASSIGNABLE RIGHTS"). In connection with such Non-Assignable Rights, and without prejudice to the rights of the Purchaser, the Vendor shall, at the request of the Purchaser: (a) maintain or cause to be maintained the existence of the holder of the Non-Assignable Rights and hold or cause the holder to hold the Non-Assignable Rights in trust for the Purchaser to the fullest extent lawful; (b) comply or cause the holder of the Non-Assignable Rights to comply with the terms and provisions of the Non-Assignable Rights as agent for, and on behalf of, the Purchaser to the fullest extent lawful; (c) apply for and use all reasonable commercial efforts to obtain all consents or approvals contemplated by the Contracts or Permits, in a form satisfactory to the Purchaser acting reasonably, provided that nothing herein shall require the Vendor to make any payment to any other party to any of the Contracts; (d) co-operate with the Purchaser in any reasonable and lawful arrangements designed to provide the benefits of such Non-Assignable Rights to the Purchaser, including holding any such Non-Assignable Rights in trust for the Purchaser or acting as agent for the Purchaser; (e) enforce any rights of the Vendor arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (f) take all such actions and do, or cause to be done, all such things at the request of the Purchaser as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of the Purchaser; and (g) pay over to the Purchaser, all monies collected by or paid to the Vendor in respect of such Non-
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Assignment of Contracts and Permits. Nothing Notwithstanding any other provision hereof or of the Merger Agreement, in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, connection with any Contract or Permit any Governmental 56 Authorization held by the Company which is to be transferred or assigned to Newco and which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent thereto (collectively "NON-ASSIGNABLE RIGHTS"). In connection with such Non-Assignable Rights, and without prejudice to ") the rights of the Purchaser, the Vendor Company shall, at the request of the Purchaser:
(a) maintain or cause to be maintained the existence of the holder of the Non-Assignable Rights and hold or cause the holder to hold the Non-Assignable Rights in trust for the Purchaser to the fullest extent lawful;
(b) comply or cause the holder of the Non-Assignable Rights to comply with the terms and provisions of the Non-Assignable Rights as agent for, and on behalf of, the Purchaser to the fullest extent lawful;
(c) apply for and use all reasonable commercial efforts to obtain all consents or approvals contemplated by the Contracts or PermitsGovernmental Authorizations, in a form and substance satisfactory to the Purchaser acting reasonably, provided that nothing herein shall require the Vendor to make any payment to any other party to any of the ContractsNewco;
(db) co-operate cooperate with the Purchaser Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to the PurchaserNewco, including holding any such Non-Assignable Rights in trust for the Purchaser Newco or acting as agent for the PurchaserNewco;
(ec) enforce any rights of the Vendor Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto;
(fd) take all such actions and do, or cause to be done, all such things at the request of the Purchaser Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure inure to the benefit of the PurchaserNewco; and
(ge) pay over to the Purchaser, Newco all monies or other assets collected by or paid to the Vendor Company in respect of such Non-Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party.
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Assignment of Contracts and Permits. Nothing Notwithstanding any other provision hereof or of the Merger Agreement, in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, connection with any Contract or Permit any permit, approval, license or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent thereto (collectively "NON-ASSIGNABLE RIGHTS"). In connection with such Non-Non- Assignable Rights, and without prejudice to ") the rights of the Purchaser, the Vendor Company shall, at the request of the Purchaser:
: (a) maintain or cause to be maintained the existence of the holder of the Non-Assignable Rights and hold or cause the holder to hold the Non-Assignable Rights in trust for the Purchaser to the fullest extent lawful;
(b) comply or cause the holder of the Non-Assignable Rights to comply with the terms and provisions of the Non-Assignable Rights as agent for, and on behalf of, the Purchaser to the fullest extent lawful;
(c) apply for and use all reasonable commercial efforts to obtain all consents or approvals contemplated by the Contracts or PermitsGovernmental Authorizations, in a form and substance satisfactory to the Purchaser acting reasonably, provided that nothing herein shall require the Vendor to make any payment to any other party to any of the Contracts;
Newco; (db) co-operate cooperate with the Purchaser Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to the PurchaserNewco, including holding any such Non-Assignable Rights in trust for the Purchaser Newco or acting as agent for the Purchaser;
Newco; (ec) enforce any rights of the Vendor Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto;
; (fd) take all such actions and do, or cause to be done, all such things at the request of the Purchaser Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of the PurchaserNewco; and
and (ge) pay over to the Purchaser, Newco all monies or other assets collected by or paid to the Vendor Company in respect of such Non-Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party.
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