Common use of Non-Transferred Assets Clause in Contracts

Non-Transferred Assets. If any Assigned Permits, Assigned Contracts, Easements or other Purchased Assets are not by their respective terms assignable to the Purchaser at the Closing to the extent that any applicable Third Party Consents are not obtained prior to Closing (each, a “Non-Transferred Asset”), the Seller and the Purchaser will use their commercially reasonable efforts to take such actions as may be possible without violation or breach of any such Non-Transferred Asset to effectively grant, as of Closing, the Purchaser the rights and economic benefits of such Non-Transferred Asset which may include that the Seller pass through third party payments to the Purchaser (or its designee) in order to grant such economic benefits to the Purchaser. If the Seller provides such rights and benefits, the Purchaser shall assume all Liabilities thereunder as of Closing, and shall indemnify, defend and hold harmless the Seller, and its Affiliates and their respective officers, directors, employees and agents from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of such Non-Transferred Asset, provided that the Purchaser shall not be required to indemnify the Seller, its Affiliates and their respective officers, directors, employees and agents to the extent any such Losses are solely attributable to Fraud or gross negligence on the part of the Seller, its Affiliates or their respective officers, directors, employees and agents.

Non-Transferred Assets. If any Assigned PermitsLicenses, Assigned Contracts, Contracts Assigned Easements or other Purchased Assets are not by their respective terms assignable to the Purchaser at the Closing to the extent that any applicable Third Party Consents are not obtained prior to Closing (each, a “Non-Transferred Asset”), the Seller and the Purchaser will use their commercially reasonable best efforts (but in no event shall the Seller be required to pay any amounts in connection therewith) to take such actions as may be possible without violation or breach of any such Non-Transferred Asset to effectively grant, as of Closing, the Purchaser the rights and economic benefits of such Non-Transferred Asset Asset, which may include that the Seller pass through third party payments to the Purchaser (or its designee) in order to grant such economic benefits to the Purchaser. If the Seller provides such rights and benefits, the Purchaser shall assume all Liabilities thereunder as of Closing, and shall indemnify, defend and hold harmless the Seller, and its Affiliates and their respective officers, directors, employees and agents from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of such Non-Transferred Asset, provided that the Purchaser shall not be required to indemnify the Seller, its Affiliates and their respective officers, directors, employees and agents to the extent any such Losses are solely attributable to Fraud or gross negligence on the part of the Seller, its Affiliates or their respective officers, directors, employees and agents.