Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any Assigned Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e), is not assignable or transferable (each, a “Non-Assignable Asset”) without the Consent of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any such Assignment Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset, and such Non-Assignable Asset shall not be included in the Purchased Assets. Instead, without limiting Seller’s obligations under Section 6.5, each of the parties hereto shall use commercially reasonable efforts to obtain all such Assignment Consents after the Closing Date and after any such Assignment Consents are obtained the Seller Entities shall assign to Purchaser or its designee such Non-Assignable Assets for no additional consideration. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any Assigned Contract or other of the Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e), is Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the Consent consent of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consent is Consents have not been obtained on by Sellers at or prior to the Closing DateClosing, Sellers shall continue to use commercially reasonable efforts to obtain the Assignment Consents as soon as reasonably practicable after Closing, and this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable AssetAssets, and Purchaser shall not assume Sellers’ rights or obligations under such Non-Assignable Assets (and such Non-Assignable Asset Assets shall not be included in the Purchased Assets). InsteadAfter the Closing, without limiting Seller’s obligations under Section 6.5upon receipt of an Assignment Consent with respect to any Non-Assignable Asset, each of the parties hereto shall use commercially reasonable efforts to obtain all such Assignment Consents after the Closing Date and after any such Assignment Consents are obtained the Seller Entities Sellers shall assign to Purchaser or its designee such Non-Assignable Assets for no additional considerationAsset. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any Assigned Seller Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e), Asset is not assignable or transferable (each, a “"Non-Assignable Asset”") without the Consent consent of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment a "Required Consent”"), either as a result of the provisions thereof or applicable Legal Requirements, and any such Assignment Required Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset, and the Purchasing Parties or their designee(s) shall not assume the Selling Parties' rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). Instead, without limiting Seller’s the Selling Parties' obligations under Section 6.56.7 or the Purchasing Parties' rights under Section 9.1, each of the parties hereto shall use commercially reasonable efforts to obtain all such Assignment Required Consents as soon as reasonably practicable after the Closing Date and after any such Assignment Consents are obtained thereafter the Seller Entities Selling Parties shall assign to Purchaser or its designee such Non-Assignable Assets for no additional considerationAssets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the foregoingcontrary in this Agreement, if any Assigned Contract or other of the Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e), is Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the Consent consent of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consent is Consents are not obtained by Seller on or prior to the Closing Date, Buyer may elect to either (i) have Seller permanently retain the Non-Assignable Asset or (ii) have Seller continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable AssetAssets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). InsteadIf Buyer elects item (ii) above, without limiting Seller’s obligations under Section 6.5, each of the parties hereto Seller shall use commercially reasonable efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and after any such Assignment Consents are obtained the Seller Entities shall thereafter assign to Purchaser or its designee Buyer such Non-Assignable Assets for no additional considerationAssets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any Assigned Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e), is Assets are not assignable or transferable (each, each a “Non-Assignable Asset”) without the Consent consent of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or as a result of the provisions of applicable Legal RequirementsLaw, and any such Assignment Consent is has not been obtained on or by Seller prior to the Closing, Purchaser may elect to either (i) consummate the Contemplated Transactions at the Closing Datewithout taking an assignment of the Non-Assignable Asset or any Liabilities relating thereto, or (ii) consummate the Contemplated Transactions at the Closing and have Seller continue its efforts to obtain the Assignment Consents after Closing; provided, that, subject to Section 2.5(b), neither this Agreement and nor the related instruments of transfer contemplated hereby shall not constitute an assignment or transfer of such Non-Assignable Asset, and Purchaser shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets. Instead, without limiting Seller’s obligations under Section 6.5, each of the parties hereto shall use commercially reasonable efforts to obtain all such Assignment Consents after the Closing Date and after any such Assignment Consents are obtained the Seller Entities shall assign to Purchaser or its designee such Non-Assignable Assets for no additional consideration. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement).

Non-Assignable Assets. (a) Notwithstanding the foregoingany other provision of this Agreement, if any Assigned Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e1.1(c), is not assignable or transferable (each, a “Non-Assignable Asset”) without the Consent consent, authorization or approval of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any such Assignment Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset, Asset and such Non-Assignable Asset shall not be included in the Purchased Assets. Instead, without limiting Seller’s obligations under Section 6.5the parties, each for a period of six (6) months following the parties hereto shall Closing Date, shall, in good faith, use commercially reasonable efforts to obtain all such Assignment Consents after and, to the Closing Date and after any extent such Assignment Consents are obtained the Seller Entities shall assign to Purchaser or its designee during such six (6) month period, such Non-Assignable Assets for no additional consideration. Following any such assignment, such assets shall cease to be Non-Assignable Assets and shall be deemed to have been included within the Purchased Assets without any further action by any Person; provided, however, that nothing in this Section 1.5 shall require Seller or any of its Affiliates to pay any fee or other payment, or incur any Liability or out-of-pocket expense in connection with the efforts set forth in this Section 1.5, unless Purchaser reimburses in full Seller or its Affiliate for purposes of this Agreementsuch fee, payment or out-of-pocket expense.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any Assigned Seller Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e), Asset is not assignable or transferable (each, a “Non-Assignable Asset”) without the Consent consent of, or waiver by, a third party or action by a Governmental Authority (each, an a “Assignment Required Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any such Assignment Required Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset, and the Purchasing Parties or their designee(s) shall not assume the Selling Parties’ rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). Instead, without limiting Seller’s the Selling Parties’ obligations under Section 6.56.7 or the Purchasing Parties’ rights under Section 9.1, each of the parties hereto shall use commercially reasonable efforts to obtain all such Assignment Required Consents as soon as reasonably practicable after the Closing Date and after any such Assignment Consents are obtained thereafter the Seller Entities Selling Parties shall assign to Purchaser or its designee such Non-Assignable Assets for no additional considerationAssets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any Assigned Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e1.1(d), is not assignable or transferable (each, a “Non-Assignable Asset”) without the Consent consent of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any such Assignment Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset, Asset and such Non-Assignable Asset shall not be included in the Purchased Assets. Instead, without limiting Seller’s obligations under Section 6.5, each of the parties hereto hereto, for a period of twelve (12) months following the Closing Date, shall use commercially reasonable efforts to obtain all such Assignment Consents after and, to the Closing Date and after any extent such Assignment Consents are obtained during such twelve (12) month period, the Seller Entities Selling Parties shall assign to Purchaser or its designee such Non-Assignable Assets for no additional considerationAssets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.