Non-Transferable Assets. Notwithstanding anything to the contrary in this Agreement, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, then to the extent that such Consent is not obtained on or prior to the Closing Date or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Assets. Subject to Applicable Law, the Sellers and Purchaser shall use their respective commercially reasonable efforts to establish arrangements that, from and after the applicable Closing, result in Purchaser receiving all the benefits and bearing the costs, liabilities and burdens that arise on or after the applicable Closing and that do not arise from any failure to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior to the applicable Closing, with respect to the Non-Transferable Assets. The Sellers and Purchaser shall cooperate in good faith using commercially reasonable efforts prior to the Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by Applicable Law, from and after the applicable Closing, the economic benefits and burdens of the Non-Transferable Assets are held and borne by Purchaser, subject to the limitations set forth in the prior sentence. Notwithstanding any provision in this Section 1.9 to the contrary, Purchaser shall not be deemed to have waived its rights under Section 6.2(c) unless and until Purchaser either provides written waivers thereof or elects to proceed to consummate the Transactions at the applicable Closing. The Sellers shall use their commercially reasonable efforts for a period of up to one (1) year after the Closing Date to obtain as soon as practicable after the Closing Date the relevant Consent with respect to such Non-Transferable Asset or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers and Purchaser that such Consent is not required. The Sellers shall promptly provide Purchaser with updates and information on the status of any Consent with respect to any such Non-Transferable Asset. The Sellers shall be responsible for all fees, costs and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers be obligated or required to (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset (except for fees, costs and expenses for which the Sellers are responsible as set forth in this Section 1.9); (ii) take any action to renew or otherwise extend the term of any Non-Transferable Asset unless Purchaser shall have obtained a written release of the Sellers from all liabilities relating to such Non-Transferable Asset, in form and substance reasonably satisfactory to the Sellers; (iii) take any action or fail to take any action that is in violation of or conflict with any Applicable Law, Permit, or the terms of any Contract; or (iv) pay any amounts (that are the responsibility of Purchaser as set forth in this Section 1.9) to any party with respect to a Non-Transferable Asset after the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers shall, and shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver to Purchaser such Non-Transferable Assets for no additional consideration.
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Non-Transferable Assets. (a) Notwithstanding anything the foregoing, nothing in this Agreement or any of the Ancillary Agreements nor the consummation of the transactions contemplated thereby shall be construed as an attempt or agreement to sell, transfer, assign or convey (“Transfer”) any asset, property or right to any member of the Purchaser Group, or for any member of the Purchaser Group and its successors and assigns to assume any Assumed Liability, if and for so long as the Transfer or attempted Transfer to Purchaser thereof would constitute a breach or other contravention of applicable Law or the rights of any Governmental Authority or other Person under any Contract, or would be ineffective for any reason, including without limitation, with respect to any party to an agreement concerning such Purchased Asset or would in any material way adversely affect the rights of Seller or its Affiliates, or upon Transfer, Purchaser or its Affiliates, ( to the contrary in this Agreement, if any extent such asset or liability would otherwise be a Purchased Asset is not assignable or transferable (Assumed Liability, each, a “Non-Transferable Asset”) without ). If any Consent required in connection with a Consent, then to the extent that such Consent Transfer is not obtained on or prior to the Closing Date or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rightsDate, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Assets. Subject to Applicable LawAsset, the Sellers and Purchaser shall use their respective commercially reasonable efforts to establish arrangements that, from and after the applicable Closing, result in Purchaser receiving all the benefits and bearing the costs, liabilities and burdens that arise on or after the applicable Closing and that do not arise from any failure to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior to the applicable Closing, with respect to the Non-Transferable Assets. The Sellers and Purchaser shall cooperate in good faith using commercially reasonable efforts prior to the Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by Applicable Law, from and after the applicable Closing, the economic benefits and burdens of the Non-Transferable Assets are held and borne by Purchaser, subject to the limitations set forth in the prior sentence. Notwithstanding any provision in this Section 1.9 to the contrary, (ii) Purchaser shall not be deemed to have waived its rights under Section 6.2(c) unless and until Purchaser either provides written waivers thereof or elects to proceed to consummate the Transactions at assume the applicable Closing. The Sellers shall use their commercially reasonable efforts for a period of up to one (1) year after the Closing Date to obtain as soon as practicable after the Closing Date the relevant Consent with respect to Seller Party’s rights or obligations under such Non-Transferable Asset or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers (and Purchaser that such Consent is not required. The Sellers shall promptly provide Purchaser with updates and information on the status of any Consent with respect to any such Non-Transferable Asset. The Sellers Asset shall not be responsible for all feesincluded in the Purchased Assets), costs and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers be obligated or required to (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset (except for fees, costs and expenses for which the Sellers are responsible as set forth in this Section 1.9); (ii) take any action to renew or otherwise extend the term of any Non-Transferable Asset unless Purchaser shall have obtained a written release of the Sellers from all liabilities relating to such Non-Transferable Asset, in form and substance reasonably satisfactory to the Sellers; (iii) take for a period of twelve (12) months following the Closing, the Seller Parties shall use reasonable best efforts to obtain any action or fail to take any action such Consent as soon as reasonably practicable after the Closing Date; provided that is in violation of or conflict with any Applicable Law, Permit, or the terms of any Contract; or (iv) pay any amounts (that are the responsibility of Purchaser as set forth Seller Parties’ obligations in this Section 1.9clause (iii) to any party with respect to a Non-Transferable Asset after shall only apply for twelve (12) months following the Closing. Once such Consent is obtained, the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers shall, and Seller Party shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver assign to Purchaser such Non-Transferable Assets Assets, or shall cause such transfer or assignment to occur, and Purchaser shall assume the relevant Liability that would otherwise have been an Assumed Liability for no additional consideration. Following any such assignment or transfer, such Non-Transferable Assets shall be deemed Purchased Assets and the transferred liability will be deemed to be an Assumed Liability for purposes of this Agreement. Purchaser agrees that the Seller Parties shall not have any Liability to Purchaser arising out of or relating to the failure to obtain any Consent set forth on Schedule 3.3; provided that the Seller Parties have complied with their obligations under this Section 6.7; and provided, further, that the foregoing shall not affect any of Purchaser’s rights to indemnification under Article VIII.
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Non-Transferable Assets. Notwithstanding anything to To the contrary in this Agreementextent any Assigned Contracts, if including, but not limited to, any Purchased Asset is Capital Leases, are not assignable or transferable (eachwithout the consent of, a “Non-Transferable Asset”) without a Consentor the provision of notice to, then to the extent that some other party or parties and such Consent consent cannot be obtained or such notice is not obtained on or provided prior to the Closing Date or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rightsDate, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, and Buyer shall not assume the obligations of Sellers with respect thereto. In such Non-Transferable Assets. Subject to Applicable Lawevent, following the Closing Date, Sellers and Purchaser shall (a) use their respective commercially reasonable efforts to establish arrangements thatobtain, from and as soon as possible after the applicable ClosingClosing Date, result in Purchaser receiving all any consents requested by Buyer that were not previously obtained and to send any required notices not previously provided, and (b) assign such Assigned Contracts to Buyer on the benefits effective date for any such consent obtained or the date immediately following the date on which the required notice period has expired (and bearing the costs, liabilities and burdens that arise this Agreement shall be deemed to effectuate such assignment on or after the applicable Closing and that do not arise from such date without any failure to perform, improper performance, warranty or other breach, default, or violation further action by the parties hereto). Buyer shall assume all obligations of Sellers on or prior to the applicable Closing, with respect to such Assigned Contracts on the Noneffective date of such assignment. With respect to any such Assigned Contracts for which a necessary consent has not been obtained or notice provided as of the Closing Date, if requested by Buyer and permitted by the terms of such Assigned Contracts, Sellers shall subcontract to Buyer the rights and obligations of Sellers under such Assigned Contract (i) until the earlier of the date on which such consent is obtained and is effective (or the required notice period has expired) and the date on which the term of such Assigned Contract ends, (ii) at the price specified in such Assigned Contract without any additional mark-Transferable Assets. The Sellers up, (iii) and Purchaser otherwise on the same terms and conditions as are included in such Assigned Contract, and Buyer, under such subcontract, shall cooperate in good faith using commercially reasonable efforts prior be responsible for the costs associated with the performance of services under such Assigned Contract to the extent arising after the Closing Date and will be entitled to implement such arrangements as either party reasonably may request and shall receive all of the other party to ensure thatbenefits, to the greatest extent permitted by Applicable Lawincluding any revenues or payments and any Accounts Receivables billed thereunder, from such Assigned Contract. If subcontracting such Assigned Contract is not permitted under its terms, Sellers and Buyer shall cooperate with one another in any reasonable arrangement designed to give Buyer the practical benefits of such Assigned Contract (including any receivables billed or revenues received thereunder) and the obligations to perform the services arising after the applicable Closing, the economic benefits and burdens of the Non-Transferable Assets are held and borne by Purchaser, subject to the limitations set forth in the prior sentenceClosing Date under such Assigned Contract. Notwithstanding any provision in this Section 1.9 anything herein to the contrary, Purchaser shall not be deemed in the event that the third party thereto terminates any Assigned Contract, as a result of the transactions contemplated in this Agreement (i.e. rather than consenting to have waived its rights under Section 6.2(can assignment thereof) unless and until Purchaser either provides written waivers thereof or elects to proceed to consummate the Transactions at the applicable Closing. The (a) any advance payments thereunder paid by such third party were received by Sellers, then Sellers shall use their commercially reasonable efforts have an obligation thereunder to refund any portion of such payment to such third party under such Assigned Contract or (b) if any advance payments thereunder paid by such third party were received by Xxxxx, then Buyer shall have any obligation thereunder to refund any portion of such payment to such third party under such Assigned Contract. Buyer shall indemnify Sellers for a period any liability arising out of up or related to one (1) year the performance of the obligations under any Assigned Contract covered by this Section 5.10 after the Closing Date to obtain as soon as practicable after the Closing Date the relevant Consent with respect to such Non-Transferable Asset or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers and Purchaser that such Consent is not required. The Sellers shall promptly provide Purchaser with updates and information on the status of (other than any Consent with respect to any such Non-Transferable Asset. The Sellers shall be responsible for all fees, costs and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers be obligated or required to (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset (except for fees, costs and expenses for which the Sellers are responsible as set forth in this Section 1.9Retained Liabilities); (ii) take any action to renew or otherwise extend the term of any Non-Transferable Asset unless Purchaser shall have obtained a written release of the Sellers from all liabilities relating to such Non-Transferable Asset, in form and substance reasonably satisfactory to the Sellers; (iii) take any action or fail to take any action that is in violation of or conflict with any Applicable Law, Permit, or the terms of any Contract; or (iv) pay any amounts (that are the responsibility of Purchaser as set forth in this Section 1.9) to any party with respect to a Non-Transferable Asset after the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers shall, and shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver to Purchaser such Non-Transferable Assets for no additional consideration.
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Non-Transferable Assets. Notwithstanding anything (a) To the extent that the sale, conveyance, assignment or transfer or attempted sale, conveyance, assignment or transfer to the contrary in this Agreement, if Purchaser of any Purchased Asset is prohibited by or would contravene any applicable Law or would require any Consent of any Governmental Authority or other third party (such Consents including, without limitation, the Transferred Real Property Lease Consents) and such Consents shall not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, then to the extent that such Consent is not have been obtained on at or prior to the Closing Date or if (or, solely with respect to any attempted assignment would be ineffective or would impair Purchaser’s rights under Delayed Closing Purchased Assets, the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rightsapplicable Delayed Closing), this Agreement and the related instruments of transfer shall not constitute a sale, conveyance, assignment or transfer, or an attempted sale, conveyance, assignment or transfer of such Non-Transferable AssetsPurchased Asset (any such Purchased Asset, a “Delayed Purchased Asset”). Subject to Applicable Law, the Sellers and Purchaser shall use their respective commercially reasonable efforts to establish arrangements that, from and after the applicable Closing, result in Purchaser receiving all the benefits and bearing the costs, liabilities and burdens that arise on or after the applicable Closing and that do not arise from any failure to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior to the applicable Closing, Other than with respect to Consents under the Non-Transferable Assets. The Sellers Antitrust Laws, which are the subject of Section 7.01, during the period commencing on the date hereof and Purchaser shall cooperate in good faith using commercially reasonable efforts prior to the Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by Applicable Law, from and after the applicable Closing, the economic benefits and burdens of the Non-Transferable Assets are held and borne by Purchaser, subject to the limitations set forth in the prior sentence. Notwithstanding any provision in this Section 1.9 to the contrary, Purchaser shall not be deemed to have waived its rights under Section 6.2(c) unless and continuing until Purchaser either provides written waivers thereof or elects to proceed to consummate the Transactions at the applicable Closing. The Sellers shall use their commercially reasonable efforts for a period of up to one (1) year after the Closing Date (or, in the case of a Transferred Contract or Transferred Real Property Lease, at the option of the applicable Selling Entity, until the expiration of the term of such Contract or Transferred Real Property Lease (without giving effect to any extensions thereof following the Closing)) (i) each party shall use reasonable best efforts to provide or cause to be provided to the other party such assistance as such other party reasonably requests in connection with securing such Consents and (ii) if any such Consents are not secured at or prior to the Closing, until the earlier of (A) obtaining such Consent and (B) the term set forth in the lead- in to this sentence, the parties shall use their respective reasonable best efforts to cooperate in any reasonable arrangement (any such arrangement complying with this Section 2.04, a “Delayed Purchased Asset Arrangement”) proposed by either the Purchaser or the Seller Parties that is permitted by Law under which the Purchaser shall obtain the rights and benefits (as soon determined on an after-tax basis taking into account solely items related to such Delayed Purchased Asset Arrangement) and bear the burdens and obligations of ownership of any such Delayed Purchased Asset such that the parties would be placed in a substantially similar position as practicable after if such Delayed Purchased Asset had been conveyed at the Closing Date the relevant Consent with respect to such Non-Transferable Asset (or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers and Purchaser that such Consent is not required. The Sellers shall promptly provide Purchaser with updates and information on the status of any Consent solely with respect to any such Non-Transferable Asset. The Sellers Delayed Closing Purchased Assets, the applicable Delayed Closing); provided that, no member of the Seller Group shall be responsible for all fees, costs and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers be obligated or required to (i1) pay any money to consideration therefor, (2) commence, defend or participate in any Person Action, or to (3) offer or grant other any accommodation (financial or other accommodations otherwise) to any Person third party in connection with obtaining therewith; provided further that the Purchaser shall indemnify and hold harmless each member of the Seller Group, their Affiliates and their respective Representatives from and against any Consent with respect and all Losses arising out of or relating to any Non-Transferable Delayed Purchased Asset (except held by such Person for fees, costs the benefit of the Purchaser pursuant to and expenses for which the Sellers are responsible as set forth in this Section 1.9); (ii) take any action to renew or otherwise extend arising during the term of any Non-Transferable related Delayed Purchased Asset unless Purchaser shall have obtained a written release Arrangement. In furtherance of the Sellers from all liabilities relating to such Non-Transferable Assetforegoing, in form and substance reasonably satisfactory to the Sellers; (iii) take any action or fail to take any action that is in violation of or conflict with any Applicable Law, PermitPurchaser shall, or the terms of any Contract; or (iv) pay any amounts (that are the responsibility of Purchaser as set forth in this Section 1.9) to any party with respect to a Non-Transferable Asset after the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers shall, and shall cause each applicable Subsidiary a designee to, promptly sellpay, conveyperform or discharge when due any Liability arising under any Delayed Purchased Asset from and after the Closing Date. If any such Consent is obtained after the Closing, assignthe Selling Entities shall transfer, transfer assign and deliver (or cause to be transferred, assigned and delivered) such Delayed Purchased Asset to the Purchaser such Non-Transferable Assets for at no additional considerationcost as soon as reasonably practicable thereafter.
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Non-Transferable Assets. (a) Notwithstanding anything to the contrary in this Agreement, if any Purchased Asset listed on Schedule 1.1(a) or Schedule 1.1(d) (as may be updated pursuant to Section 1.1, and other than the India Purchased Assets) is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, then to the extent that such Consent is not obtained on or prior to the Closing Date or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rightsDate, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Assets. Subject to Applicable Law, the Sellers Seller and Purchaser shall use their respective commercially reasonable efforts to establish arrangements thatwhich, from and after the applicable Closing, result in Purchaser receiving all the benefits and bearing all the costs, liabilities and burdens that arise on or after the applicable Closing and that do not arise from any failure to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior to the applicable Closing, with respect to the Non-Transferable Assets, including expenses incurred by Seller or its Subsidiaries in performing their obligations under this Section 1.8. The Sellers Seller and Purchaser shall cooperate in good faith using commercially reasonable efforts prior to the Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by Applicable Law, from and after the applicable Closing, the economic benefits and burdens of the Non-Transferable Assets are held and borne by the Purchaser, subject . Subject to the limitations set forth in the prior sentence. Notwithstanding any provision in compliance with its obligations under this Section 1.9 1.8, the failure by Purchaser or Seller to the contrary, Purchaser shall obtain any required Consent with respect to any Non-Transferable Asset will not be deemed to have waived relieve any party from its rights under Section 6.2(c) unless and until Purchaser either provides written waivers thereof or elects to proceed obligation to consummate the Transactions at the applicable ClosingClosing the Transactions. The Sellers Seller shall use their its commercially reasonable efforts for a period of up to one three (13) year months after the Closing Date to obtain as soon as practicable after the Closing Date the relevant Consent with respect to such Non-Transferable Asset or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers Seller and Purchaser that such Consent is not required. The Sellers shall promptly provide Purchaser with updates and information on the status of any Consent with respect to any such Non-Transferable Asset. The Sellers shall be responsible for all fees, costs and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers Seller be obligated or required to (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset (except for fees, costs and expenses for which the Sellers are responsible as set forth in this Section 1.9)Asset; (ii) take any action to renew or otherwise extend the term of any Non-Transferable Asset unless Purchaser shall have obtained a written release of the Sellers Seller from all liabilities Liabilities relating to such Non-Transferable Asset, in form and substance reasonably satisfactory to the SellersSeller; (iii) take any action or fail to take any action that is in violation of or conflict with any Applicable Law, Permit, or the terms of any Contract; or (iv) pay any amounts (that are the responsibility of Purchaser as set forth in this Section 1.9) to any party with respect to a Non-Transferable Asset after the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers Seller shall, and shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver to Purchaser such Non-Transferable Assets for no additional consideration.
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Non-Transferable Assets. Notwithstanding anything to the contrary in this Agreementforegoing, if any Purchased Asset Property Document is not assignable or transferable (each, a “Non-Transferable Asset”) without a third party consent (a “Consent”), then to the extent that and any such Consent is not obtained on or prior to the Closing Date or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rightsDate, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset, (ii) the Company or its designee shall not assume Asset Manager’s rights or obligations under such Non-Transferable Assets. Subject to Applicable LawAsset (and such Non-Transferable Asset shall not be included in the Acquired Assets and such obligations thereunder shall not be included in the Assumed Liabilities), the Sellers and Purchaser (iii) Asset Manager shall use their respective commercially reasonable efforts its best efforts, under the direction of the Company to establish arrangements that, from and obtain any such Consent(s) as soon as reasonably practicable after the applicable Closing, result in Purchaser receiving all the benefits Closing Date and bearing the costs, liabilities thereafter Asset Manager shall transfer and burdens that arise on or after the applicable Closing and that do not arise from any failure to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior assign to the applicable Closing, with respect to the Company such Non-Transferable Assets. The Sellers and Purchaser shall cooperate in good faith using commercially reasonable efforts prior to the Closing Date to implement Following any such arrangements as either party reasonably may request of the other party to ensure thatassignment or transfer, to the greatest extent permitted by Applicable Law, from and after the applicable Closing, the economic benefits and burdens of the such Non-Transferable Assets are held and borne by Purchaser, subject to the limitations set forth in the prior sentence. Notwithstanding any provision in this Section 1.9 to the contrary, Purchaser shall not be deemed to have waived its rights under Section 6.2(c) unless and until Purchaser either provides written waivers thereof or elects to proceed to consummate Acquired Assets for purposes of this Agreement. After the Transactions at the applicable Closing. The Sellers , Asset Manager shall use their commercially reasonable best efforts for a period to provide the Company or its designee(s) with all of up to one (1) year the rights and benefits of any Non-Transferable Assets after the Closing Date as if the appropriate Consent had been obtained, including by granting subleases, sublicenses or other rights and establishing arrangements whereby the Company shall have the benefits of and shall undertake the obligation to obtain as soon as practicable after perform under the Closing Date Property Documents (including enforcement for the relevant Consent with respect to such Non-Transferable Asset or, alternatively, written confirmation from such parties reasonably satisfactory to benefit of the Sellers and Purchaser that such Consent is not required. The Sellers shall promptly provide Purchaser with updates and information on the status Company of any Consent with respect to and all rights of Asset Manager against any other party arising out of any breach or cancellation of any such Non-Transferable AssetAssets by such other party and, if requested by the Company, acting as an agent on behalf of the Company or as the Company shall otherwise reasonably require). The Sellers shall be responsible Effective on the Closing Date, Asset Manager hereby constitutes and appoints the Company the true and lawful attorney of Asset Manager, with full power of substitution, in the name of Asset Manager or the Company , but on behalf of and for all fees, costs and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use the benefit of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers be obligated or required to Company: (i) pay to demand and receive from time to time any money and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset (except for fees, costs and expenses for which the Sellers are responsible as set forth in this Section 1.9)part thereof; (ii) take to institute, prosecute, compromise and settle any action and all claims that the Company may deem proper in order to renew collect, assert or otherwise extend the term enforce any claim, right or title of any Non-Transferable Asset unless Purchaser shall have obtained a written release of the Sellers from all liabilities relating to such Non-Transferable Asset, kind in form and substance reasonably satisfactory or to the SellersAcquired Assets; (iii) take to defend or compromise any action or fail to take any action that is all Proceedings in violation of or conflict with any Applicable Law, Permit, or the terms respect of any Contractof the Acquired Assets; or and (iv) pay any amounts (that are to do all such acts and things in relation to the responsibility of Purchaser as matters set forth in this Section 1.9the preceding clauses (i) to any party through (iii) as the Company shall deem desirable. Asset Manager hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with respect to a Non-Transferable Asset after the applicable Closing unless an interest and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers shall, are not and shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver to Purchaser such Non-Transferable Assets not be revocable by it in any manner or for no additional considerationany reason.
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Non-Transferable Assets. Notwithstanding anything (a) To the extent that the sale, conveyance, assignment or transfer or attempted sale, conveyance, assignment or transfer to the contrary in this Agreement, if Purchaser of any Purchased Asset is prohibited by or would contravene any applicable Law or would require any Consent of any Governmental Authority or other third party (such Consents including, without limitation, the Transferred Real Property Lease Consents) and such Consents shall not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, then to the extent that such Consent is not have been obtained on at or prior to the Closing Date or if (or, solely with respect to any attempted assignment would be ineffective or would impair Purchaser’s rights under Delayed Closing Purchased Assets, the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rightsapplicable Delayed Closing), this Agreement and the related instruments of transfer shall not constitute a sale, conveyance, assignment or transfer, or an attempted sale, conveyance, assignment or transfer of such Non-Transferable AssetsPurchased Asset (any such Purchased Asset, a “Delayed Purchased Asset”). Subject to Applicable Law, the Sellers and Purchaser shall use their respective commercially reasonable efforts to establish arrangements that, from and after the applicable Closing, result in Purchaser receiving all the benefits and bearing the costs, liabilities and burdens that arise on or after the applicable Closing and that do not arise from any failure to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior to the applicable Closing, Other than with respect to Consents under the Non-Transferable Assets. The Sellers Antitrust Laws, which are the subject of Section 7.01, during the period commencing on the date hereof and Purchaser shall cooperate in good faith using commercially reasonable efforts prior to the Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by Applicable Law, from and after the applicable Closing, the economic benefits and burdens of the Non-Transferable Assets are held and borne by Purchaser, subject to the limitations set forth in the prior sentence. Notwithstanding any provision in this Section 1.9 to the contrary, Purchaser shall not be deemed to have waived its rights under Section 6.2(c) unless and continuing until Purchaser either provides written waivers thereof or elects to proceed to consummate the Transactions at the applicable Closing. The Sellers shall use their commercially reasonable efforts for a period of up to one (1) year after the Closing Date (or, in the case of a Transferred Contract or Transferred Real Property Lease, at the option of the applicable Selling Entity, until the expiration of the term of such Contract or Transferred Real Property Lease (without giving effect to any extensions thereof following the Closing)) each party shall use reasonable best efforts to provide or cause to be provided to the other party such assistance as such other party reasonably requests in connection with securing such Consents and if any such Consents are not secured at or prior to the Closing, until the earlier of obtaining such Consent and the term set forth in the lead-in to this sentence, the parties shall use their respective reasonable best efforts to cooperate in any reasonable arrangement (any such arrangement complying with this Section 2.04, a “Delayed Purchased Asset Arrangement”) proposed by either the Purchaser or the Seller Parties that is permitted by Law under which the Purchaser shall obtain the rights and benefits (as soon determined on an after-tax basis taking into account solely items related to such Delayed Purchased Asset Arrangement) and bear the burdens and obligations of ownership of any such Delayed Purchased Asset such that the parties would be placed in a substantially similar position as practicable after if such Delayed Purchased Asset had been conveyed at the Closing Date the relevant Consent with respect to such Non-Transferable Asset (or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers and Purchaser that such Consent is not required. The Sellers shall promptly provide Purchaser with updates and information on the status of any Consent solely with respect to any such Non-Transferable Asset. The Sellers Delayed Closing Purchased Assets, the applicable Delayed Closing); provided that, no member of the Seller Group shall be responsible for all fees, costs and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers be obligated or required to (i) pay any money to consideration therefor, commence, defend or participate in any Person Action, or to offer or grant other any accommodation (financial or other accommodations otherwise) to any Person third party in connection with obtaining therewith; provided further that the Purchaser shall indemnify and hold harmless each member of the Seller Group, their Affiliates and their respective Representatives from and against any Consent with respect and all Losses arising out of or relating to any Non-Transferable Delayed Purchased Asset (except held by such Person for fees, costs the benefit of the Purchaser pursuant to and expenses for which the Sellers are responsible as set forth in this Section 1.9); (ii) take any action to renew or otherwise extend arising during the term of any Non-Transferable related Delayed Purchased Asset unless Purchaser shall have obtained a written release Arrangement. In furtherance of the Sellers from all liabilities relating to such Non-Transferable Assetforegoing, in form and substance reasonably satisfactory to the Sellers; (iii) take any action or fail to take any action that is in violation of or conflict with any Applicable Law, PermitPurchaser shall, or the terms of any Contract; or (iv) pay any amounts (that are the responsibility of Purchaser as set forth in this Section 1.9) to any party with respect to a Non-Transferable Asset after the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers shall, and shall cause each applicable Subsidiary a designee to, promptly sellpay, conveyperform or discharge when due any Liability arising under any Delayed Purchased Asset from and after the Closing Date. If any such Consent is obtained after the Closing, assignthe Selling Entities shall transfer, transfer assign and deliver (or cause to be transferred, assigned and delivered) such Delayed Purchased Asset to the Purchaser such Non-Transferable Assets for at no additional considerationcost as soon as reasonably practicable thereafter.
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Non-Transferable Assets. Notwithstanding anything (a) It is understood that the Seller may determine, in its reasonable discretion, that certain Assets (including, but not limited to, any manufacturers', contractors' and other warranties and guaranties, and one or more Assumed Contracts) may not be immediately transferable or assignable to the contrary in this Agreement, if Buyer because any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, then to the extent that such Consent is not obtained on or prior to the Closing Date or if any attempted assignment thereof, without the consent of a third party thereto, would be ineffective constitute a breach or would impair Purchaser’s default thereof, cause or permit the acceleration or termination thereof or in any way materially and adversely affect the rights under of the Purchased Asset Seller or the Buyer thereunder or the rights of the Buyer to conduct all or any part of the Business in question so that Purchaser would not in effect acquire the benefit of all such rightsmanner currently conducted by the Seller (the "Non- Transferable Assets"), and this Agreement and the related instruments of transfer shall will not constitute an assignment or transfer of any such Non-Transferable Assets. Subject to Applicable LawIn such event, the Sellers and Purchaser shall use their respective commercially reasonable efforts to establish arrangements that, from and after the applicable Closing, result in Purchaser receiving all the benefits and bearing the costs, liabilities and burdens that arise on or after the applicable Closing and that do not arise from any failure to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior to the applicable Closing, except with respect to Government Contracts which are addressed in Section 5.7 hereof, (i) the Seller will grant to the Buyer full use and benefit of Seller's interest in the Non-Transferable Assets. The Sellers and Purchaser shall cooperate in good faith using commercially reasonable efforts prior Assets to the Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by Applicable Lawthe terms of or applicable to such Non-Transferable Assets, from and after it being the applicable Closing, intent of the economic benefits and burdens Parties that the Buyer will have the benefit of the Non-Transferable Assets are held and borne by Purchaseras though it were the sole owner thereof, subject to (ii) the limitations set forth in the prior sentence. Notwithstanding any provision in this Section 1.9 to the contrary, Purchaser shall not be deemed to have waived its rights under Section 6.2(c) unless and until Purchaser either provides written waivers thereof or elects to proceed to consummate the Transactions at the applicable Closing. The Sellers shall Seller will use their commercially reasonable efforts for a period to preserve the value of up to one (1) year after the Closing Date to obtain as soon as practicable after the Closing Date the relevant Consent with respect to such Non-Transferable Asset orAssets, alternatively, written confirmation from such parties reasonably satisfactory to (iii) the Sellers and Purchaser that such Consent is Seller will not required. The Sellers shall promptly provide Purchaser with updates and information on transfer or assign the status of any Consent with respect to any such Non-Transferable Asset. The Sellers shall Assets to any Person other than the Buyer or the Buyer's assigns, (iv) the Seller will transfer or assign the Non-Transferable Assets to the Buyer at the earliest date, if any, on which such transfer or assignment can be effected and (v) the Buyer will be responsible for all fees, costs obligations and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers be obligated or required to (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset (except for fees, costs and expenses for which the Sellers are responsible as set forth in this Section 1.9); (ii) take any action to renew or otherwise extend the term of any Non-Transferable Asset unless Purchaser shall have obtained a written release of the Sellers from all liabilities relating to such Non-Transferable Asset, in form and substance reasonably satisfactory Assets as if they had been transferred or assigned to the Sellers; (iii) take any action or fail to take any action that is Buyer in violation of or conflict accordance with any Applicable Law, Permit, or the terms of any Contract; or this Agreement. All costs and expenses incurred by the Seller in carrying out the foregoing clauses (i), (ii) and (iv) pay any amounts (that are will be paid by the responsibility of Purchaser as set forth in this Section 1.9) to any party with respect to a Non-Transferable Asset after the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers shall, and shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver to Purchaser such Non-Transferable Assets for no additional considerationSeller.
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Non-Transferable Assets. Notwithstanding anything to (a) To the contrary in this Agreement, if extent that any Purchased Asset of the Assets is not assignable to Buyer because any such attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or transferable default thereof, cause or permit the acceleration or termination thereof or in any way materially and adversely affect the rights of Seller or Buyer thereunder (each, a the “Non-Transferable AssetAssets”) without a Consent, then to the extent that such Consent is not obtained on or prior to the Closing Date or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rights), this Agreement and the related instruments of transfer shall will not constitute an assignment or transfer of any such Non-Transferable Assets. Subject to Applicable LawIn such event, Seller and Buyer shall, for the Sellers and Purchaser shall account of Buyer, use their respective commercially reasonable best efforts to establish arrangements thatobtain such third party consents as soon as practicable following the Closing Date and Buyer shall cooperate with and assist Seller to this end; provided, from and after that Seller shall take no action to seek such consents without prior consultation with or approval by Buyer. If any such consent shall not be obtained despite the applicable ClosingParties’ reasonable best efforts to procure same, result then Seller shall cooperate with Buyer in Purchaser receiving all any reasonable arrangement designed to provide Buyer with the benefits and bearing the costs, liabilities and burdens that arise on or after the applicable Closing and that do not arise from any failure intended to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior be assigned to the applicable Closing, Buyer with respect to the Non-Transferable Assetsunderlying Asset, including, without limitation, enforcement of any and all rights of Seller against the other Party thereto arising out of the breach or cancellation thereof by such other Party or otherwise. The Sellers If and Purchaser only if such reasonable arrangement can be made and mutually approved by the Parties, and except as otherwise provided herein, Buyer agrees to accept the burdens and perform the obligations underlying such Asset. Furthermore, if the other Party’s consent is subsequently obtained, Buyer shall cooperate in good faith using commercially reasonable efforts prior at such time agree to assume all liabilities and obligations thereunder, except for Retained Liabilities. If and to the Closing Date to implement extent that such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by Applicable Law, from and after the applicable Closing, the economic benefits and burdens of the Non-Transferable Assets are held and borne by Purchaser, subject to the limitations set forth in the prior sentence. Notwithstanding any provision in this Section 1.9 to the contrary, Purchaser shall arrangement cannot be deemed to made, Buyer shall have waived its rights under Section 6.2(c) unless and until Purchaser either provides written waivers thereof or elects to proceed to consummate the Transactions at the applicable Closing. The Sellers shall use their commercially reasonable efforts for a period of up to one (1) year after the Closing Date to obtain as soon as practicable after the Closing Date the relevant Consent with respect to such Non-Transferable Asset or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers and Purchaser that such Consent is not required. The Sellers shall promptly provide Purchaser with updates and information on the status of any Consent no obligation with respect to any such Non-Transferable Asset. The Sellers shall be responsible for all fees, costs and expenses associated with making any Non-Transferable Asset available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all costs and expenses attributable to its use of any Non-Transferable Asset made available to it as of or after the applicable Closing as contemplated in this Section 1.9. In no event, however, shall the Sellers be obligated or required to (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset (except for fees, costs and expenses for which the Sellers are responsible as set forth in this Section 1.9); (ii) take any action to renew or otherwise extend the term of any Non-Transferable Asset unless Purchaser shall have obtained a written release of the Sellers from all liabilities relating to such Non-Transferable Asset, in form and substance reasonably satisfactory to the Sellers; (iii) take any action or fail to take any action that is in violation of or conflict with any Applicable Law, Permit, or the terms of any Contract; or (iv) pay any amounts (that are the responsibility of Purchaser as set forth in this Section 1.9) to any party with respect to a Non-Transferable Asset after the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, the Sellers shall, and shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver to Purchaser such Non-Transferable Assets for no additional consideration.
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