Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. (a) If and to the extent that any NiSource Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Party of any Contract or other rights relating to the Columbia Business that would otherwise be transferred or assigned to such Columbia Party as contemplated by this Agreement or any Transaction Agreement, (i) such NiSource Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by Law, the Columbia Parties shall pay, perform and discharge fully all of the obligations of the NiSource Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Parties for all Losses arising out of such performance by such Columbia Party. The NiSource Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Party promptly all monies, rights and other consideration received in respect of such performance. The NiSource Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) only as reasonably directed by Columbia and at Columbia’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable Columbia Party without payment of further consideration, and the Columbia Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) is prohibited by Law or the terms thereof, this Section 5.1(a) shall operate to create a subcontract with the applicable Columbia Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties with respect to the performance by such Columbia Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Party member of the Potlatch Group is unable to obtain any consent, approval or amendment Consent necessary for the transfer or assignment to any Columbia Party Transfer of any Contract or other rights relating to the Columbia Pulp-Based Business that would otherwise be transferred or assigned Transferred to such Columbia Party a member of the Clearwater Group as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Party member of the Potlatch Group shall continue to be bound thereby and the purported transfer or assignment Transfer to such Columbia Party member of the Clearwater Group shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents Consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Law, the Columbia Parties Clearwater Group shall pay, perform and discharge fully all of the obligations of the NiSource Parties Potlatch Group thereunder from and after the Distribution, or such earlier time as such transfer or assignment Transfer would otherwise have taken place, and indemnify the NiSource Parties Potlatch Group for all Losses arising out of such performance by such Columbia Partymember of the Clearwater Group. The NiSource Parties Potlatch Group shall, without further consideration therefor, pay and remit to the applicable Columbia Party member of the Clearwater Group promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Parties Potlatch Group shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a6.2(a) only as reasonably directed by Columbia Clearwater and at ColumbiaClearwater’s expense. If and when any such consent, approval or amendment Consent shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable Transferable or be able to be novated, the applicable NiSource Party Potlatch Group shall promptly assign or transfer Transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Party member of the Clearwater Group without payment of further consideration, and the Columbia Party Clearwater Group shall, without the payment of any further consideration therefor, assume Assume such rights and obligations. To the extent that the transfer or assignment Transfer of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a6.2(a) is prohibited by Law or the terms thereof, this Section 5.1(a6.2(a) shall operate to create a subcontract with the applicable Columbia Party member of the Clearwater Group to perform each relevant Contract or other right, agreement or document right at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties Potlatch Group with respect to the performance by such Columbia Partymember of the Clearwater Group.

Non-Assignable Contracts. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contracts if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Kadmon or AbbVie thereunder (each, a “Non-Assignable Contract”). Kadmon shall use its Commercially Reasonable Efforts, at Kadmon’s sole cost and expense, to obtain the consent of the other parties to any such Non-Assignable Contract for the assignment thereof to AbbVie. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Kadmon thereunder so that AbbVie would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) If this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Kadmon shall use its Commercially Reasonable Efforts to obtain such consent as soon as possible after the Closing Date and (ii) AbbVie shall cooperate, to the extent that any NiSource Party is unable commercially reasonable, with Kadmon in its efforts to obtain any such consent, approval or amendment necessary for the transfer or assignment ; and (b) at AbbVie’s election prior to any Columbia Party of any Contract or other rights relating to the Columbia Business that would otherwise be transferred or assigned to such Columbia Party as contemplated by this Agreement or any Transaction AgreementClosing, (i) the Non-Assignable Contract shall not constitute a Purchased Asset and AbbVie shall have no obligation with respect to any such NiSource Party shall continue to be bound thereby and the purported transfer Non-Assignable Contract or assignment to such Columbia Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and any liability with respect thereto or (ii) unless not permitted by the terms thereof or by Law, the Columbia Parties Kadmon shall pay, perform and discharge fully use its Commercially Reasonable Efforts to obtain for AbbVie substantially all of the obligations practical benefit of such Non-Assignable Contract, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually and reasonably agreeable to Kadmon and AbbVie and (B) subject to the NiSource Parties thereunder from consent and after control of AbbVie, enforcement of any and all rights of Kadmon against the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Parties for all Losses Third Party thereto arising out of such performance the breach or cancellation thereof by such Columbia PartyThird Party or otherwise. The NiSource Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Party promptly all monies, rights and other consideration received in respect of such performance. The NiSource Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to Nothing contained in this Section 5.1(a) only as reasonably directed by Columbia and at Columbia’s expense. If and when any such consent, approval or amendment 3.2.3 shall be obtained deemed to limit or modify the representations and warranties of Kadmon contained in Section 4 of this Agreement or limit CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AbbVie’s rights to make claims for breaches of or inaccuracies in such Contract representations or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable Columbia Party without payment of further consideration, and the Columbia Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) warranties pursuant to Section 6 of this Section 5.1(a) is prohibited by Law or the terms thereof, this Section 5.1(a) shall operate to create a subcontract with the applicable Columbia Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties with respect to the performance by such Columbia PartyAgreement.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Xxxxxxxx-Xxxxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Halyard Party of any Contract or other rights relating to the Columbia Halyard Business that would otherwise be transferred or assigned to such Columbia Halyard Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Xxxxxxxx-Xxxxx Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Halyard Parties shall pay, perform and discharge fully all of the obligations of the NiSource Xxxxxxxx-Xxxxx Parties thereunder from and after the DistributionEffective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Xxxxxxxx-Xxxxx Parties for all indemnifiable Losses arising out of such performance by such Columbia Halyard Party. The NiSource Xxxxxxxx-Xxxxx Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Halyard Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Xxxxxxxx-Xxxxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) 6.2 only as reasonably directed by Columbia Halyard and at ColumbiaHalyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Xxxxxxxx-Xxxxx Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Halyard Party without payment of further consideration, and the Columbia Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 6.2 is prohibited by Law law or the terms thereof, this Section 5.1(a) 6.2 shall operate to create a subcontract with the applicable Columbia Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Xxxxxxxx-Xxxxx Parties with respect to the performance by such Columbia Halyard Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource TXI Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Chaparral Party of any Contract or other rights relating to the Columbia Chaparral Business that would otherwise be transferred or assigned to such Columbia Chaparral Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource TXI Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Chaparral Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Chaparral Parties shall pay, perform and discharge fully all of the obligations of the NiSource TXI Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource TXI Parties for all indemnifiable Losses arising out of such performance by such Columbia Chaparral Party. The NiSource TXI Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Chaparral Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource TXI Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) 6.2 only as reasonably directed by Columbia Chaparral and at ColumbiaChaparral’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party TXI Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Chaparral Party without payment of further consideration, and the Columbia Chaparral Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 6.2 is prohibited by Law law or the terms thereof, this Section 5.1(a) 6.2 shall operate to create a subcontract with the applicable Columbia Chaparral Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource TXI Parties with respect to the performance by such Columbia Chaparral Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource First Data Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Western Union Party of any Contract or other rights relating to the Columbia Western Union Business that would otherwise be transferred or assigned to such Columbia Western Union Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource First Data Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Western Union Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Western Union Parties shall pay, perform and discharge fully all of the obligations of the NiSource First Data Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource First Data Parties for all Losses arising out of such performance by such Columbia Western Union Party. The NiSource First Data Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Western Union Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource First Data Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a8.2(a) only as reasonably directed by Columbia Western Union and at ColumbiaWestern Union’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party First Data Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Western Union Party without payment of further consideration, and the Columbia Western Union Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a8.2(a) is prohibited by Law law or the terms thereof, this Section 5.1(a8.2(a) shall operate to create a subcontract with the applicable Columbia Western Union Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource First Data Parties with respect to the performance by such Columbia Western Union Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Ralcorp Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Post Party of any Contract or other rights relating to the Columbia Post Business that would otherwise be transferred or assigned to such Columbia Post Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Ralcorp Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Post Parties shall pay, perform and discharge fully all of the obligations of the NiSource Ralcorp Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Ralcorp Parties for all Losses arising out of such performance by such Columbia Post Party. The NiSource Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Post Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a7.02(a) only as reasonably directed by Columbia Post and at ColumbiaPost’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Ralcorp Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Post Party without payment of further consideration, and the Columbia such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereoftherefrom) pursuant to this Section 5.1(a7.02(a) is prohibited by Law law or the terms thereof, this Section 5.1(a7.02(a) shall operate to create a subcontract with the applicable Columbia Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Ralcorp Parties with respect to the performance by such Columbia Post Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Marathon Oil Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Marathon Petroleum Party of any Contract or other rights relating to the Columbia Marathon Petroleum Business that would otherwise be transferred or assigned to such Columbia Marathon Petroleum Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Marathon Oil Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Marathon Petroleum Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Marathon Petroleum Parties shall pay, perform and discharge fully all of the obligations of the NiSource Marathon Oil Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Marathon Oil Parties for all Losses arising out of such performance by such Columbia Marathon Petroleum Party. The NiSource Marathon Oil Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Marathon Petroleum Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Marathon Oil Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a7.2(a) only as reasonably directed by Columbia Marathon Petroleum and at ColumbiaMarathon Petroleum’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Marathon Oil Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Marathon Petroleum Party without payment of further consideration, and the Columbia such Marathon Petroleum Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereoftherefrom) pursuant to this Section 5.1(a7.2(a) is prohibited by Law law or the terms thereof, this Section 5.1(a7.2(a) shall operate to create a subcontract with the applicable Columbia Marathon Petroleum Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Marathon Oil Parties with respect to the performance by such Columbia Marathon Petroleum Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Xxxx Xxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia CoffeeCo Party of any Contract or other rights relating to the Columbia CoffeeCo Business that would otherwise be transferred or assigned to such Columbia CoffeeCo Party as contemplated by this Agreement or any other Transaction Agreement, (ia) such NiSource Xxxx Xxx Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia CoffeeCo Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (iib) unless not permitted by the terms thereof or by Lawlaw, the Columbia CoffeeCo Parties shall pay, perform and discharge fully all of the obligations of the NiSource Xxxx Xxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Xxxx Xxx Parties for all Losses arising out of such performance by such Columbia CoffeeCo Party. The NiSource Xxxx Xxx Parties shall, without further consideration therefor, pay and remit to the applicable Columbia CoffeeCo Party promptly all monies, rights and other consideration received in respect of such performance. The NiSource Xxxx Xxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a6.1(a) only as reasonably directed by Columbia CoffeeCo and at ColumbiaCoffeeCo’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Xxxx Xxx Party shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia CoffeeCo Party without payment of further consideration, and the Columbia CoffeeCo Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a6.1(a) is prohibited by Law law or the terms thereof, this Section 5.1(a6.1(a) shall operate to create a subcontract with the applicable Columbia CoffeeCo Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Xxxx Xxx Parties with respect to the performance by such Columbia CoffeeCo Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Dxxx Party is unable to does not obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia TreeHouse Party of any Contract or other rights relating to the Columbia Business Transferred Businesses that would otherwise be transferred or assigned to such Columbia TreeHouse Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Dxxx Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia TreeHouse Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia TreeHouse Parties shall pay, perform and discharge fully all of the obligations of the NiSource Dxxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Dxxx Parties for all Losses arising out of such performance by such Columbia TreeHouse Party. The NiSource Dxxx Parties shall, without further consideration therefor, pay and remit to the applicable Columbia TreeHouse Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Dxxx Parties shall exercise or exploit their rights and options under all such Contracts and take such other rights, agreements and documents referred to in this Section 5.1(a) only action as may be reasonably directed requested by Columbia TreeHouse and at ColumbiaTreeHouse’s expenseexpense in order to place TreeHouse in the same position it would have been if such Contract had been transferred as contemplated hereby on the Distribution Date. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Dxxx Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia TreeHouse Party without payment of further consideration, and the Columbia TreeHouse Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 6.2 is prohibited by Law law or the terms thereof, this Section 5.1(a) 6.2 shall operate to create a subcontract with the applicable Columbia TreeHouse Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations consideration received by the NiSource Dxxx Parties with respect to the performance by such Columbia TreeHouse Party. For purposes of this Section 6.2, “Contract” shall be deemed to include Real Estate Leases and Personal Property Leases.

Non-Assignable Contracts. (a) If In the event and to the extent that any NiSource Party TSC is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Party of any Contract Contract, lease, license or other rights relating to the Columbia eLoyalty Business that would otherwise be transferred or assigned to such Columbia Party eLoyalty as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Party TSC shall continue to be bound thereby and the purported transfer or assignment to such Columbia Party eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and and/or all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Parties eLoyalty shall pay, perform and discharge fully all of the obligations of the NiSource Parties TSC thereunder from and after the DistributionDistribution Date, or such earlier time date as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Parties TSC for all indemnifiable Losses arising out of such performance by such Columbia PartyeLoyalty. The NiSource Parties TSC shall, without further consideration therefor, pay and remit to the applicable Columbia Party eLoyalty promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Parties TSC shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 5.1(a) 7.3 only as reasonably directed by Columbia eLoyalty and at Columbia’s eLoyalty's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party TSC shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable Columbia Party eLoyalty without payment of further consideration, and the Columbia Party eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 7.3 is prohibited by Law or law, the terms thereof, assignment provisions of this Section 5.1(a) 7.3 shall operate to create a subcontract with the applicable Columbia Party eLoyalty to perform each relevant unassignable TSC Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties TSC with respect to the performance by eLoyalty under such Columbia Partysubcontract.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Kxxxxxxx-Xxxxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Neenah Party of any Contract or other rights relating to the Columbia Neenah Business that would otherwise be transferred or assigned to such Columbia Neenah Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Kxxxxxxx-Xxxxx Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Neenah Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Neenah Parties shall pay, perform and discharge fully all of the obligations of the NiSource Kxxxxxxx-Xxxxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Kxxxxxxx-Xxxxx Parties for all indemnifiable Losses arising out of such performance by such Columbia Neenah Party. The NiSource Kxxxxxxx-Xxxxx Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Neenah Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Kxxxxxxx-Xxxxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) 6.3 only as reasonably directed by Columbia Neenah and at ColumbiaNeenah’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Kxxxxxxx-Xxxxx Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Neenah Party without payment of further consideration, and the Columbia Neenah Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 6.3 is prohibited by Law law or the terms thereof, this Section 5.1(a) 6.3 shall operate to create a subcontract with the applicable Columbia Neenah Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Kxxxxxxx-Xxxxx Parties with respect to the performance by such Columbia Neenah Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Fortune Brands Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia H&S Party of any Contract or other rights relating to the Columbia H&S Business that would otherwise be transferred or assigned to such Columbia H&S Party as contemplated by this Agreement or any other Transaction Agreement, (ia) such NiSource Fortune Brands Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia H&S Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (iib) unless not permitted by the terms thereof or by Lawlaw, the Columbia H&S Parties shall pay, perform and discharge fully all of the obligations of the NiSource Fortune Brands Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Fortune Brands Parties for all Losses arising out of such performance by such Columbia H&S Party. The NiSource Fortune Brands Parties shall, without further consideration therefor, pay and remit to the applicable Columbia H&S Party promptly all monies, rights and other consideration received in respect of such performance. The NiSource Fortune Brands Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) 6.1 only as reasonably directed by Columbia H&S and at ColumbiaH&S’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Fortune Brands Party shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia H&S Party without payment of further consideration, and the Columbia H&S Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 6.1 is prohibited by Law law or the terms thereof, this Section 5.1(a) 6.1 shall operate to create a subcontract with the applicable Columbia H&S Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Fortune Brands Parties with respect to the performance by such Columbia H&S Party.

Non-Assignable Contracts. (a) If In the event and to the extent that any NiSource Party is Xxxxxx and its Subsidiaries are unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Party of any Contract Contract, lease, license, or other rights relating to the Columbia Allegiance Business that would otherwise be transferred to Allegiance or assigned to such Columbia Party one of its Subsidiaries as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Party Xxxxxx and its Subsidiaries shall continue to be bound thereby and the purported transfer or assignment to such Columbia Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained thereby, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Parties Allegiance or its Subsidiaries shall pay, perform and discharge fully all of the obligations of the NiSource Parties Xxxxxx or its Subsidiaries thereunder from and after the DistributionSpin-Off Date, or such earlier time date as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Parties Xxxxxx and its Subsidiaries for all Indemnifiable Losses arising out of such performance by such Columbia PartyAllegiance or its Subsidiaries. The NiSource Parties Xxxxxx and its Subsidiaries shall, without further consideration therefor, pay and remit to the applicable Columbia Party Allegiance or its Subsidiaries promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Parties Xxxxxx and its Subsidiaries shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 5.1(a) SECTION 6.3 only as reasonably directed by Columbia Allegiance and at Columbia’s Allegiance's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Xxxxxx or its Subsidiaries shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable Columbia Party Allegiance or its Subsidiaries without payment of further consideration, and the Columbia Party Allegiance or its Subsidiaries shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 5.1(a) SECTION 6.3 is prohibited by Law or law, the terms thereof, assignment provisions of this Section 5.1(a) SECTION 6.3 shall operate to create a subcontract with the applicable Columbia Party Allegiance or its Subsidiaries to perform each relevant unassignable Xxxxxx Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties Xxxxxx or its Subsidiaries with respect to the performance by Allegiance or its Subsidiaries under such Columbia Partysubcontract.

Non-Assignable Contracts. (a) If In the event and to the extent that any NiSource Party is the parties are unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Party of any Contract Contract, lease, license or other rights relating to the Columbia Japanese Xxxxxxx Business that otherwise would otherwise be transferred or assigned to such Columbia Party Xxxxxxx Optionholder or one of its Subsidiaries as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Party Xxxxxx Japan shall continue to be bound thereby and the purported transfer or assignment to such Columbia Party Xxxxxxx Optionholder shall automatically be deemed deferred until such time as all legal impediments are removed and and/or all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Parties Xxxxxxx Optionholder shall pay, perform and discharge fully all of the obligations of the NiSource Parties Xxxxxx Japan thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken placeClosing Date, and indemnify the NiSource Parties Xxxxxx Japan and its Affiliates for all indemnifiable Losses arising out of such performance by such Columbia PartyXxxxxxx Optionholder. The NiSource Parties Xxxxxx Japan shall, without further consideration therefor, pay and remit to the applicable Columbia Party Xxxxxxx Optionholder promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Parties Xxxxxx Japan shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 5.1(a) 5.6 only as reasonably directed by Columbia Xxxxxxx Optionholder and at Columbia’s Xxxxxxx Optionholder's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Xxxxxx Japan shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable Columbia Party Xxxxxxx Optionholder without payment of further consideration, and the Columbia Party Xxxxxxx Optionholder shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 5.6 is prohibited by Law or law, the terms thereof, assignment provisions of this Section 5.1(a) 5.6 shall operate to create a subcontract with the applicable Columbia Party Xxxxxxx Optionholder to perform each relevant Contract unassignable Contract, lease or other right, agreement or document license of Xxxxxx Japan at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties Xxxxxx Japan with respect to the performance by Xxxxxxx Optionholder under such Columbia Partysubcontract.

Non-Assignable Contracts. (a) If and to the extent that any NiSource Xxxxxxxx-Xxxxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Neenah Party of any Contract or other rights relating to the Columbia Neenah Business that would otherwise be transferred or assigned to such Columbia Neenah Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Xxxxxxxx-Xxxxx Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Neenah Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Neenah Parties shall pay, perform and discharge fully all of the obligations of the NiSource Xxxxxxxx-Xxxxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Xxxxxxxx-Xxxxx Parties for all indemnifiable Losses arising out of such performance by such Columbia Neenah Party. The NiSource Xxxxxxxx-Xxxxx Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Neenah Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Xxxxxxxx-Xxxxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) 6.3 only as reasonably directed by Columbia Neenah and at ColumbiaNeenah’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Xxxxxxxx-Xxxxx Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Neenah Party without payment of further consideration, and the Columbia Neenah Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 6.3 is prohibited by Law law or the terms thereof, this Section 5.1(a) 6.3 shall operate to create a subcontract with the applicable Columbia Neenah Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Xxxxxxxx-Xxxxx Parties with respect to the performance by such Columbia Neenah Party.

Non-Assignable Contracts. (a) If and to the extent that any NiSource TXI Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Chaparral Party of any Contract or other rights relating to the Columbia Chaparral Business that would otherwise be transferred or assigned to such Columbia Chaparral Party as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource TXI Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Chaparral Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Chaparral Parties shall pay, perform and discharge fully all of the obligations of the NiSource TXI Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource TXI Parties for all indemnifiable Losses arising out of such performance by such Columbia Chaparral Party. The NiSource TXI Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Chaparral Party promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource TXI Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) 6.2 only as reasonably directed by Columbia Chaparral and at ColumbiaChaparral’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party TXI Parties shall promptly assign or transfer and novate (to the extent permissible) all of its their rights and obligations thereunder to the applicable Columbia Chaparral Party without payment of further consideration, and the Columbia Chaparral Party shall, ,without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) 6.2 is prohibited by Law law or the terms thereof, this Section 5.1(a) 6.2 shall operate to create a subcontract with the applicable Columbia Chaparral Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource TXI Parties with respect to the performance by such Columbia Chaparral Party.

Non-Assignable Contracts. (a) If In the event and to the extent that any NiSource Party is the parties ------------------------ are unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Party of any Contract Contract, lease, license or other rights relating to the Columbia Japanese Xxxxxxx Business that otherwise would otherwise be transferred or assigned to such Columbia Party Xxxxxxx Optionholder or one of its Subsidiaries as contemplated by this Agreement or any Transaction Agreementother agreement or document contemplated hereby, (i) such NiSource Party Xxxxxx Japan shall continue to be bound thereby and the purported transfer or assignment to such Columbia Party Xxxxxxx Optionholder shall automatically be deemed deferred until such time as all legal impediments are removed and and/or all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by Lawlaw, the Columbia Parties Xxxxxxx Optionholder shall pay, perform and discharge fully all of the obligations of the NiSource Parties Xxxxxx Japan thereunder from and after the DistributionClosing Date, or such earlier time date as such transfer or assignment otherwise would otherwise have taken place, and indemnify the NiSource Parties Xxxxxx Japan and its Affiliates for all indemnifiable Losses arising out of such performance by such Columbia PartyXxxxxxx Optionholder. The NiSource Parties Xxxxxx Japan shall, without further consideration therefor, pay and remit to the applicable Columbia Party Xxxxxxx Optionholder promptly all monies, rights and other consideration considerations received in respect of such performance. The NiSource Parties Xxxxxx Japan shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 5.1(a) 5.6 only as reasonably directed by Columbia Xxxxxxx Optionholder and at Columbia’s Xxxxxxx ----------- Optionholder's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party Xxxxxx Japan shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable Columbia Party Xxxxxxx Optionholder without payment of further consideration, and the Columbia Party Xxxxxxx Optionholder shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 5.1(a) ------- 5.6 is prohibited by Law or law, the terms thereof, assignment provisions of this Section 5.1(a) 5.6 shall --- ----------- operate to create a subcontract with the applicable Columbia Party Xxxxxxx Optionholder to perform each relevant Contract unassignable Contract, lease or other right, agreement or document license of Xxxxxx Japan at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties Xxxxxx Japan with respect to the performance by Xxxxxxx Optionholder under such Columbia Partysubcontract.