Limitation on Assignment of China Assets Sample Clauses

Limitation on Assignment of China Assets. Notwithstanding anything in this Xxxx of Sale to the contrary, this Xxxx of Sale shall not constitute an agreement to assign or convey any such Assets or any right thereunder if an attempted assignment or conveyance, without the consent of, or other action (including any filing, registration or approval procedure with respect to such assignment or conveyance) (collectively, the “Consent and Action”) by, any person or entity, would constitute a breach of any applicable legal or contractual restriction upon such assignment or conveyance and such Consent and Action has not been obtained or completed on or prior to the date hereof (collectively, the “Non-Assignable Assets”). The China Asset Buyer and the China Asset Seller shall take such actions with respect to the Non-Assignable Assets as are reasonably necessary to obtain or complete such Consent and Action. With respect to each Non-Assignable Asset, (i) if such Consent and Action is obtained or completed, such Non-Assignable Asset shall be deemed to have been automatically assigned and transferred to the China Asset Buyer as of the date hereof on the terms set forth in this Xxxx of Sale and without the requirement of any further action by any other person or entity and (ii) if such Consent or Action is not obtained or completed, (1) the China Asset Seller shall retain legal ownership of such Non-Assignable Asset solely as nominee and agent for the China Asset Buyer, (2) the China Asset Buyer shall be the beneficial owner of such Non-Assignable Asset for all legal and tax purposes and shall be entitled to receive all of the benefits under such Non-Assignable Asset and shall comply with all applicable covenants and obligations with respect to such Non-Assignable Asset, including the payment of any costs or expenses in connection therewith, and (3) neither the China Asset Seller nor the China Asset Buyer shall take any position to the contrary, in each case, until such time as the Non-Assignable Asset is acquired by the China Asset Buyer.
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