Common use of Delayed Transfers; Misallocated Assets and Liabilities Clause in Contracts

Delayed Transfers; Misallocated Assets and Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any Asset or assume any Liability if, but solely to the extent, an attempted direct or indirect assignment or assumption thereof, without the consent of a third party or approval of a Governmental Authority, would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Authority or of applicable Law until such time as the necessary consent or approval is obtained. If any direct or indirect transfer or assignment by Transferor to Issuer or GPI of any interest in, or Liability, obligation or commitment under, any Transferred Asset or Assumed Liability as contemplated by this Agreement requires the consent of a third party or approval of a Governmental Authority, then (subject to Section 2.5(c) in the case of Leased Real Property) such transfer or assignment or assumption shall be made subject to such consent of a third party or approval of a Governmental Authority being obtained. For the avoidance of doubt, Transferor shall use its reasonable best efforts to obtain any third-party consent or approval of a Governmental Authority that is required in order to effect the Transactions; provided that, in connection with obtaining any such third-party consent or approval of a Governmental Authority, Transferor shall not enter into or otherwise agree to any modification of the terms of any Contract or License that is required in order to effect the Transactions that would adversely affect the Transferred Business (including due to an increase in payment or other incremental cost to the Transferred Business under such Contract or License) without the prior written consent of Issuer or GPI.

Delayed Transfers; Misallocated Assets and Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any Asset or assume any Liability if, but solely to the extent, an attempted direct or indirect assignment or assumption thereof, without the consent of a third party or approval of a Governmental Authority, would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Authority or of applicable Law until such time as the necessary consent or approval is obtained. If any direct or indirect transfer or assignment by Transferor any member of the IP Group to Issuer any member of the Spinco Group or, in the case of any Excluded Asset or GPI Excluded Liability, by any member of the Spinco Group to any member of the IP group, or any direct or indirect acquisition or assumption by any member of the Spinco Group or of the IP Group, as applicable, of, any interest in, or Liability, obligation or commitment under, any Transferred Spinco Asset or Assumed Spinco Liability as contemplated by this Agreement requires the consent of a third party or approval of a Governmental Authority, then (subject to Section 2.5(c2.2(c) in the case of Leased Real Property) such transfer or assignment or assumption shall be made subject to such consent of a third party or approval of a Governmental Authority being obtained. For the avoidance of doubt, Transferor IP shall use its reasonable best efforts to obtain any third-party consent or approval of a Governmental Authority that is required in order to effect the Transactionstransactions contemplated herein; provided that, in connection with obtaining any such third-party consent or approval of a Governmental Authority, Transferor neither IP nor Spinco shall not enter into or otherwise agree to any modification of the terms of any Contract or License that is required in order to effect the Transactions transactions contemplated herein that would adversely affect Spinco or any other member of the Transferred Business Spinco Group (including due to an increase in payment or other incremental cost to any member of the Transferred Business Spinco Group under such Contract or LicenseContract) without the prior written consent of Issuer or GPIUWWH.

Delayed Transfers; Misallocated Assets and Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any Asset that would be a Transferred Asset (a “Delayed Transfer Asset”) or assume any Liability if, but solely to the extent, an attempted direct or indirect assignment or assumption thereof, without the consent of a third party or approval of a Governmental Authority, would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Authority or of applicable Law until such time as the necessary consent or approval is obtained. If any direct or indirect transfer or assignment by Transferor to Issuer Buyer or GPI any assignee of Buyer of any interest in, or Liability, obligation or commitment under, any Transferred Asset or Assumed Liability as contemplated by this Agreement requires the consent of a third party or approval of a Governmental Authority, then (subject to Section 2.5(c) in the case of Leased Real Property) such transfer or assignment or assumption shall be made subject to such consent of a third party or approval of a Governmental Authority being obtained. For the avoidance of doubt, Transferor shall use use, with respect to Contracts with customers, its best efforts, and otherwise, its reasonable best efforts to obtain any third-party consent or approval of a Governmental Authority that is required in order to effect the Transactions; provided that, in connection with obtaining any such third-party consent or approval of a Governmental Authority, Transferor shall not enter into or otherwise agree to any modification of the terms of any Contract or License that is required in order to effect the Transactions that would adversely affect the Transferred Business (including due to an increase in payment or other incremental cost to the Transferred Business under such Contract or License) without the prior written consent of Issuer or GPIBuyer.