Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiver.

Non-Assignable Assets. Notwithstanding anything herein to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser Buyer of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, Purchased Asset is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") Legal Requirement or would require any governmental or third party authorizations, approvals, consents or waivers Consents which shall not have been obtained prior to the Closing (after Sellers' Seller's TCAS Asset Purchase Agreement reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waiversConsents; provided, however, that neither Sellers nor Purchaser Buyer shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6Governmental Body. Pending such authorization, approval, consent or waiverConsents, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of the Purchased Assets in question and, provided Buyer receives such Assetbenefit of use thereof, Buyer shall pay or satisfy the Assumed Liabilities, if any, corresponding thereto. Once such authorization, approval, consent or waiver is Consents are obtained, the Sellers Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits of use of any such Purchased Asset cannot be provided to Purchaser Buyer following the Closing, then Purchaser Buyer and Sellers Seller shall enter into such arrangements for no additional consideration from Purchaser Buyer (including subleasing or subcontracting if to the extent permitted) to provide Purchaser Buyer the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverConsents.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, to the extent that the saleassignment of any Contracts or the transfer of any other Property requires the consent of any other party thereto (other than any of Seller's Affiliates), assignment, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, conveyance or delivery by reason or pursuant to Purchaser of any Asset, or any other item transfer to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them)Buyer, this Agreement shall not constitute an agreement to assign any such Contracts or other Property or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a saledefault thereof or in any way adversely affect the rights of Seller thereunder. If such consent is not obtained, assignmentor if an attempted assignment thereof would be ineffective or would affect the rights of Seller thereunder, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties then Seller shall cooperate with each other Buyer in any commercially reasonable and lawful arrangements arrangement designed to provide to Purchaser Buyer the benefits under such Contracts or other Property, including without limitation, enforcement for the account of use Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by Seller (i) shall be at Buyer's cost and expense and (ii) shall not cause Seller to violate any terms of such AssetContract; provided, further, that Buyer shall assume all of the liabilities of Seller under such Contracts to which Buyer receives the benefits thereof. Once such authorizationWithout limiting the generality of Section 8.8, approval, consent or waiver is obtained, during the Sellers shall promptly assign, transfer, convey Pre-Closing Period and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser at all times following the Closing, then Purchaser Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions, and Sellers shall enter into to do, or cause to be done, and to assist and cooperate with Seller and such arrangements for no additional consideration other parties in doing, all things necessary, proper or advisable to obtain all such necessary consents, approvals or waivers from Purchaser (including subleasing or subcontracting if permitted) such other parties to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverContracts as expeditiously as practicable.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, and subject to the provisions of this Section 2.08, to the extent that the sale, assignment, transfer, conveyance or delivery delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser Buyer of any Asset, or any other item to be delivered at Closing, such as a permit, license or Assigned Contract would require the consent, authorization, approval or waiver of a Person who is prohibited by not a party to this Agreement or an Affiliate of a party to this Agreement (including any foreignGovernmental Authority), federaland such consent, state authorization, approval or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which waiver shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them)Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to the satisfaction or waiver of the conditions contained in ARTICLE III, the Closing shall occur notwithstanding the foregoing without any adjustment to the Transaction Consideration on account thereof. Following the Closing, the parties Seller and Buyer shall continue to use commercially reasonable best efforts efforts, and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties Seller and Buyer shall cooperate with each other other, to obtain any such required consent, authorization, approval or waiver in any commercially reasonable and lawful arrangements designed order for Seller to provide to Purchaser effect an assignment of the benefits of use of such AssetAssigned Contract. Once such consent, authorization, approval, consent approval or waiver is obtained, the Sellers Seller shall promptly sell, assign, transfer, convey and deliver to Buyer the relevant Assigned Contract to which such Asset to Purchaser consent, authorization, approval or waiver relates for no additional consideration. To , which shall be considered the extent that any Closing Date for such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverAssigned Contract.

Non-Assignable Assets. Notwithstanding anything to the contrary contained (a) Nothing in this Agreement, Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to the extent the sale, assignmentsell, transfer, conveyance assign, convey or delivery deliver any asset, property or right to Purchaser of Buyer (provided, that this Section 1.4(a) shall not affect whether any Assetasset, property or right shall be deemed to be an Acquired Asset for any other item to be delivered at Closingpurpose under this Agreement) which by its terms or by applicable Legal Requirement is not transferable or assignable, as applicable, without the consent or waiver of a third Person or is cancelable by a third Person in the event of such as a permittransfer or assignment without the consent or waiver of such third Person (collectively, license “Non-Assignable Assets”), in each case unless and until such consent or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which waiver shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereofobtained. Following the Closing, the parties Seller and Buyer shall use commercially reasonable best efforts efforts, and shall reasonably cooperate with each other other, to obtain promptly any such authorizations, approvals, consents consent or waiverswaiver; provided, however, that neither Sellers Seller nor Purchaser Buyer shall be required to pay any consideration therefor; provided further, other than filingthat, recordation or similar fees payable subject to any governmental authoritythe foregoing, which fees such cooperation by Seller shall be paid in accordance with Section 2.6. Pending such authorizationinclude, approvalwithout limitation, consent or waiver, the parties shall cooperate with each other promptly (but in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following event within five (5) business days after the Closing, then Purchaser ) delivering written notice to the Taxi & Limousine Commission of New York City (the “TLC”) (x) informing the TLC that Seller has transferred certain of its advertising business and Sellers shall enter into assets in connection with the transactions contemplated hereby and (y) identifying all medallions/“SHLs” that hold permits related to such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) transferred advertising business and assets based on the list that Buyer made available to provide Purchaser Seller prior to the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiverClosing.