Common use of Non-Transferable Assets Clause in Contracts

Non-Transferable Assets. It is understood that certain Purchased Assets may not be immediately transferable or assignable to Purchaser, and Purchaser and Seller may mutually agree, in writing, to allow Seller to retain certain of such assets after the Closing Date (the "Non-Transferable Assets"), and this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Seller shall use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the parties that, to the extent not inconsistent with the foregoing, Purchaser have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iv) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (v) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (vi) Purchaser will be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. Upon the request of Purchaser, Seller shall enforce, for the account and on behalf of Purchaser, any rights of Seller arising under or in connection with any Non-Transferable Asset.

Non-Transferable Assets. It is understood that certain Purchased Assets (including, without limitation, manufacturers', contractors' and other warranties and guaranties, and one or more Assumed Contracts) may not be immediately transferable or assignable to Purchaser, and Purchaser and Seller may mutually agree, in writing, to its sole discretion allow Seller to retain certain of such assets after the Closing Date (the "Non-Non- Transferable Assets"), and this Agreement will shall not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Seller shall use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the parties that, to the extent not inconsistent with the foregoing, that Purchaser shall have the benefit of the Non-Non- Transferable Assets as though it were the sole owner thereof, (iiiii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Non- Transferable Assets, (iviii) Seller shall not transfer or assign the Non-Non- Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (viv) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (viv) Purchaser will shall be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. Upon ; provided however that all reasonable costs and expenses incurred by Seller in carrying out the request of Purchaserforegoing clauses (i), Seller (ii) and (iv) shall enforce, for the account and be paid or reimbursed by Purchaser on behalf of Purchaser, any rights of Seller arising under or in connection with any Non-Transferable Assetdemand.

Non-Transferable Assets. It is understood that certain Purchased Assets (including, without limitation, manufacturers', contractors' and other warranties and guaranties, and one or more Assumed Contracts) may not be immediately transferable or assignable to Purchaser, and Purchaser and Seller may mutually agree, in writing, to will allow Seller to retain certain of such assets after the Closing Date (the "Non-Transferable Assets"), and this Agreement will shall not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Seller shall use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its their interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the parties that, to the extent not inconsistent with the foregoing, that Purchaser shall have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iiiii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iviii) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (viv) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (viv) Purchaser will shall be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. Upon ; provided however that all reasonable costs and expenses incurred by Seller in carrying out the request of Purchaserforegoing clauses (i), Seller (ii) and (iv) shall enforce, for the account and be paid or reimbursed by Purchaser on behalf of Purchaser, any rights of Seller arising under or in connection with any Non-Transferable Assetdemand.

Non-Transferable Assets. It (a) Notwithstanding the foregoing, if any Purchased Asset is understood that certain Purchased Assets may not be immediately assignable or transferable or assignable to Purchaser(each, and Purchaser and Seller may mutually agree, in writing, to allow Seller to retain certain of such assets after the Closing Date (the "a “Non-Transferable Assets")Asset”) without a Consent, and any such Consent is not obtained on or prior to the Closing Date, this Agreement will and the related instruments of transfer shall not constitute an assignment or transfer of any such Non-Transferable Asset, and Purchaser or Parent’s designee(s) shall not assume Seller’s rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets. In such event), (i) and instead Seller shall use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to (i) if applicable and requested by Purchaser, negotiate and enter into a mutually agreed upon transition services agreement with Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable Parent’s designees with respect to such Non-Transferable AssetsAsset, it being including access to and the intent of the parties that, to the extent not inconsistent with the foregoing, Purchaser have the use and benefit of the such Non-Transferable Assets Asset, and (ii) obtain any such Consent as though it were soon as reasonably practicable after the sole owner thereof, (iii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iv) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (v) Closing Date and thereafter Seller shall transfer or and assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (vi) Purchaser will be responsible for obligations relating to such Non-Transferable Assets arising for no additional consideration. Following any such assignment or occurring on transfer, such Non-Transferable Assets shall be deemed Purchased Assets for purposes of this Agreement. (b) After the Closing, Seller shall, at Purchaser’s expense, use commercially reasonable efforts (including negotiating and entering into a mutually agreed upon transition services agreement with Purchaser or Parent’s designees, which, notwithstanding anything in this paragraph to the contrary, such services shall be provided at the cost to the service provider to provide such service, and making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or Parent’s designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing Date as if they the appropriate Consent had been obtained, including by granting subleases, sublicenses, subcontractor arrangements or other rights and establishing arrangements whereby Purchaser shall have the benefits of and shall undertake the obligation to perform under the Assumed Contracts (including enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Non-Transferable Assets by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require). In any such arrangement with respect to an Assumed Contract, Purchaser shall (i) pay, perform or discharge when due any Liabilities arising thereunder after the Closing but not transferred to Purchaser, and shall be solely responsible for completion of the work or assigned provision of goods and services, (ii) bear the economic costs of all Taxes with respect thereto or arising therefrom and (iii) be solely entitled to Purchaser all benefits thereof, economic or otherwise. If and when such Consents or approvals are obtained or such other required actions have been taken, the assignment of such Non-Transferable Asset will be effected in accordance with the terms of this Agreement. Upon the request of Purchaser, Seller shall enforce, for advise Purchaser in writing at least ten (10) Business Days prior to the account and on behalf of Purchaser, Closing with respect to any rights of Assumed Contract that Seller arising under knows or in connection with any Non-Transferable Assethas substantial reason to believe will or may not be assignable or transferable to Purchaser hereunder at the Closing.

Non-Transferable Assets. It is understood that certain Purchased Assets (including, without limitation, manufacturers’, contractors’ and other warranties and guaranties, and one or more Assumed Contracts) may not be immediately transferable or assignable to Purchaser, and Purchaser and Seller may mutually agree, in writing, to its sole discretion allow Seller to retain certain of such assets after the Closing Date (the "“Non-Transferable Assets"”), and this Agreement will shall not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Seller shall use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the parties that, to the extent not inconsistent with the foregoing, that Purchaser shall have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iiiii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iviii) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser's ’s assigns, (viv) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (viv) Purchaser will shall be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. Upon ; provided however that all reasonable costs and expenses incurred by Seller in carrying out the request of Purchaserforegoing clauses (i), Seller (ii) and (iv) shall enforce, for the account and be paid or reimbursed by Purchaser on behalf of Purchaser, any rights of Seller arising under or in connection with any Non-Transferable Assetdemand.

Non-Transferable Assets. It is understood that certain Purchased Assets (including, without limitation, manufacturers', contractors' and other warranties and guaranties, and certain contracts of the Business assumed by Buyer) may not be immediately transferable or assignable to Purchaser, and Purchaser and Seller Buyer. Such Assets are listed on Schedule 1.8 attached hereto. Buyer may mutually agree, in writing, to its sole discretion allow Seller to retain certain of such assets after the Closing Date (the "Non-Transferable Assets"), and this Agreement will shall not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Seller shall use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser Buyer full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the parties that, to the extent not inconsistent with the foregoing, Purchaser that Buyer shall have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iiiii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iviii) Seller shall not transfer or assign the Non-Transferable Assets to any Person person or entity other than Purchaser Buyer or PurchaserBuyer's assigns, (viv) Seller shall transfer or assign the Non-Transferable Assets to Purchaser Buyer at the earliest date, if any, on which such transfer or assignment can be effected and (viv) Purchaser will Buyer shall be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser Buyer in accordance with the terms of this Agreement. Upon ; provided however that all reasonable costs and expenses incurred by Seller in carrying out the request of Purchaserforegoing clauses (i), Seller (ii) and (iv) shall enforce, for the account and be paid or reimbursed by Buyer on behalf of Purchaser, any rights of Seller arising under or in connection with any Non-Transferable Assetdemand.

Non-Transferable Assets. It (a) Notwithstanding the foregoing, if any Purchased Asset is understood that certain Purchased Assets may not be immediately assignable or transferable or assignable to Purchaser(each, and Purchaser and Seller may mutually agree, in writing, to allow Seller to retain certain of such assets after the Closing Date (the "a “Non-Transferable Assets")Asset”) without a Consent, and any such Consent is not obtained on or prior to the Closing Date, this Agreement will and the related instruments of transfer shall not constitute an assignment or transfer of any such Non-Transferable Asset, and Purchaser or its designee(s) shall not assume the Seller Parties’ rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets. In such event), (i) and instead the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent or authorization which may be required to is successfully obtained, the Seller Parties shall transfer or and assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable AssetsAsset for no additional consideration. Following any such assignment or transfer, it being the intent of the parties that, to the extent not inconsistent with the foregoing, Purchaser have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iv) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (v) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (vi) Purchaser will be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser in accordance with the terms shall be deemed Purchased Assets for purposes of this Agreement. Upon . (b) After the request Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) with all of Purchaser, Seller shall enforce, for the account rights and on behalf benefits of Purchaser, any rights of Seller arising under or in connection with any Non-Transferable AssetAssets after the Closing as if the appropriate Consent had been obtained.

Non-Transferable Assets. (a) It is understood that the Sellers may determine, in their reasonable discretion, that certain Purchased Assets (including, but not limited to, any manufacturers’, contractors’ and other warranties and guaranties, and one or more contracts) may not be immediately transferable or assignable to Purchaserthe Buyers because any such attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or default thereof, cause or permit the acceleration or termination thereof or in any way materially and Purchaser and Seller may mutually agree, adversely affect the rights of the Sellers or the Buyers thereunder or the rights of the Buyers to conduct all or any part of the Business in writing, to allow Seller to retain certain of such assets after the Closing Date manner currently conducted by the Sellers (the "“Non-Transferable Assets"”), and this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Seller shall use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall Sellers will grant to Purchaser the Buyers full use and benefit of its Sellers’ interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the parties that, to Parties that the extent not inconsistent with the foregoing, Purchaser Buyers will have the benefit of the Non-Transferable Assets as though it they were the sole owner owners thereof, (iiiii) Seller shall take all the Sellers will use commercially reasonable actions necessary efforts to preserve the value of the Non-Transferable Assets, (iviii) Seller shall the Sellers will not transfer or assign the Non-Transferable Assets to any Person other than Purchaser the Buyers or Purchaser's the Buyers’ assigns, (viv) Seller shall the Sellers will transfer or assign the Non-Transferable Assets to Purchaser the Buyers at the earliest date, if any, on which such transfer or assignment can be effected and (viv) Purchaser the Buyers will be responsible for obligations and liabilities relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser the Buyers in accordance with the terms of this Agreement. Upon All costs and expenses of carrying out Sellers’ obligations the request of Purchaserforegoing clauses (i), Seller (ii), (iii) and (iv) will be paid by the Sellers, and Sellers shall enforce, for the account indemnify and on behalf of Purchaserhold Buyers harmless from and against, any costs incurred by Buyers as a result of Sellers’ failure to do so. Nothing in this Section 1.8(a) shall be deemed a waiver by the Buyers of their right to have received on or before the Closing an effective assignment of all of the Assets nor shall this Section 1.8(a) be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1. (b) The Buyers shall (i) perform and fully pay and discharge all debts, obligations and liabilities in a timely manner with respect to any rights of provided to the Buyers pursuant to Section 1.8(a) hereof and (ii) in accordance with Section 8.2 hereof, indemnify the Seller Indemnified Parties for any and all liabilities, costs or expenses arising under from or in connection with the Buyers’ failure to perform or discharge all debts, obligations and liabilities, as applicable, under any Non-Transferable Assetrights so transferred to the Buyers pursuant to Section 1.8(a) hereof.