Common use of Non-Transferable Contracts and Permits Clause in Contracts

Non-Transferable Contracts and Permits. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any of the Permits and/or Licenses, or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof is prohibited or, without the consent of a third party thereto, would constitute a breach or violation thereof or is otherwise prohibited and such consent has not been obtained. If such consent is required and has not been obtained or if an attempted assignment or transfer is ineffective or prohibited, Seller shall use its commercially reasonable efforts to cooperate with Purchaser in any reasonable arrangement requested and approved by Purchaser, to provide for Purchaser the benefits under any such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any such Permit or License. In connection with any such arrangement, (i) Purchaser shall bear the expense of structuring and implementing the arrangement and (ii) Purchaser shall honor Seller’s commitments under any such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease, Permit or License to the extent arising following the close of business on the Closing Date in connection with Purchaser’s use of any such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease, License or Permit that is the subject of such arrangement (or assets or rights relating thereto) but not any damages related to a pre-Closing Date breach of such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any such Permit or License by Seller or any Affiliates. The above does not apply to the Utica Assets or the Ford Motor Company Assets, which shall be transferred by the Seller to the Purchaser as provided in Section 2.1(a).

Non-Transferable Contracts and Permits. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Assigned Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any of the Permits and/or and Licenses, or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof is prohibited or, without the consent of a third party thereto, would constitute a breach or violation thereof or is otherwise prohibited and such consent has not been obtained. If such consent is required and has not been obtained or if an attempted assignment or transfer is ineffective or prohibited, Seller shall use its commercially reasonable efforts to cooperate with Purchaser in any reasonable arrangement requested and approved by Purchaser, Purchaser to provide for Purchaser the benefits under any such Acquired Assigned Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any such Permit or License. In connection with any such arrangement, (i) Purchaser shall bear the expense of structuring and implementing the arrangement and (ii) Purchaser shall honor Seller’s commitments under any such Acquired Assigned Contract, Acquired Personal Property Lease, Acquired Real Property Lease, Permit or License to the extent arising following the close of business on the Closing Date in connection with Purchaser’s use of any such Acquired assigned Contract, Acquired Personal Property Lease, Acquired Real Property Lease, License or Permit that is the subject of such arrangement (or assets or rights relating thereto) but not any damages related to a pre-Closing Date breach of such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any such Permit or License by Seller or any Affiliates. The above does not apply to the Utica Assets or the Ford Motor Company Assets, which shall be transferred by the Seller to the Purchaser as provided in Section 2.1(a).

Non-Transferable Contracts and Permits. The Closing shall not be conditioned on any notice being provided to, or the receipt of any consent or approval from, any Governmental Authority or other third party. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to sell, assign or transfer any Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any of the Permits and/or Licensesor Licenses or Assumed Union Benefit Plans, or any claim or right or any benefit or obligation thereunder or resulting therefrom if an a sale, assignment or transfer thereof (or attempted sale, assignment or transfer thereof) is prohibited or, without the consent or approval of a Governmental Authority or other third party theretoparty, would constitute a breach or violation thereof or is otherwise prohibited and such consent or approval has not been obtainedobtained as of the Closing; provided, however, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. If such consent or approval is required and has not been obtained as of the Closing or if an attempted assignment or transfer is ineffective or prohibitedprohibited as of the Closing, Seller and Purchaser shall use its their commercially reasonable efforts to cooperate with Purchaser each other in any reasonable arrangement requested and approved by PurchaserPurchaser and Seller, to provide for Purchaser the benefits under any such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease Assumed Union Benefit Plans, or any such Permit or License; provided, however, that Seller shall not be required to (i) incur any expense or pay any consideration or incur or become subject to any additional liability in connection with any such arrangement or (ii) enter into any arrangement (or use any efforts to enter into any arrangement) with respect to the Collective Bargaining Agreement. In connection with any such arrangement, (iA) Purchaser shall bear the expense of structuring and implementing the arrangement and arrangement, (iiB) Purchaser shall honor Seller’s commitments under any such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property LeaseAssumed Union Benefit Plans, or Permit or License to the extent arising following the close of business on the Closing Date in connection with Purchaser’s use of License, and (C) as provided herein, all liabilities or obligations under any such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property LeaseAssumed Union Benefit Plans, License or Permit that is the subject of such arrangement (or assets or rights relating thereto) but not any damages related to a pre-Closing Date breach of such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any such Permit or License by Seller or any Affiliates. The above does not apply to the Utica Assets or the Ford Motor Company Assets, which shall be transferred by the Seller to the Assumed Liabilities hereunder (and Purchaser as provided in Section 2.1(ashall assume and be liable and responsible for paying, performing, discharging and satisfying when due all such above liabilities or obligations).