Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer Subsidiary (provided, that this Section 1.6(a) will not affect whether any asset, property or right will, once any required consent or waiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) or for Buyer Subsidiary and its respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has been obtained (collectively, the “Non-Assignable Assets”). (b) Seller shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to obtain, or to cause to be obtained, the Seller Consents (as defined below). To the extent permitted by applicable Law, in the event any such consent or waiver cannot be obtained prior to Closing, (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by Seller in trust for the benefit of Buyer Subsidiary, and all benefits and obligations existing thereunder will be for Buyer Subsidiary’s account, (ii) Buyer Subsidiary shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller shall take or cause to be taken, subject to the second sentence of this Section 1.6(b), such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer Subsidiary with the benefits of such Non-Assignable Assets and to, using commercially reasonable efforts, effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and to pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets in accordance with Section 4.8, and (iv) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral Agreements. If and when such consent or waiver is obtained, Seller shall, and shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer Subsidiary for no additional consideration. (c) As of and from the Closing Date, Seller authorizes (and shall cause each of its Subsidiaries to authorize) Buyer Subsidiary, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer Subsidiary’s expense, to perform all the obligations and receive all the benefits of Seller and its Subsidiaries under the Non-Assignable Assets.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer Subsidiary Acquisition Sub (provided, that this Section 1.6(a2.6(a) will shall not affect whether any asset, property or right will, once any required consent or waiver is obtained, shall be deemed to be a Purchased an Acquired Asset for any other purpose under this Agreement) or for Buyer Subsidiary Acquisition Sub and its respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignablenonassignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”). (b) Each Seller shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to obtain, or to cause to be obtained, any consent or waiver that is required for such Seller and its Subsidiaries to sell, transfer, assign, convey and deliver the Seller Consents (as defined below)Acquired Assets to Acquisition Sub pursuant to this Agreement. To the extent permitted by applicable Law, in the event any such consent or waiver cannot be obtained prior to Closing, (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by such Seller in trust for the benefit of Buyer SubsidiaryAcquisition Sub, and all benefits and obligations existing thereunder will shall be for Buyer SubsidiaryAcquisition Sub’s account, (ii) Buyer Subsidiary Acquisition Sub shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of such Seller incurred after the Closing with respect to such Non-Assignable AssetsAsset, (iii) such Seller shall take or cause to be taken, subject to the second sentence of this Section 1.6(b), taken at its own expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer Subsidiary Acquisition Sub with the benefits of such Non-Assignable Assets and to, using commercially reasonable efforts, to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and to promptly pay over to Buyer Acquisition Sub all money or other consideration received by it in respect of such Non-Assignable Assets in accordance with Section 4.8Assets, and (iv) Buyer and such Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral other Transaction Agreements. If and when such consent or waiver is obtained, such Seller shall, and shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer Subsidiary Acquisition Sub for no additional consideration. (c) As of and from the Closing Date, each Seller authorizes (and shall cause each of its Subsidiaries to authorize) Buyer SubsidiaryAcquisition Sub, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer SubsidiaryAcquisition Sub’s expense, to perform all the obligations and receive all the benefits of such Seller and its Subsidiaries under the Non-Assignable Assets.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions transactions contemplated hereby will shall be construed as an attempt or agreement to sellassign any Transferred Agreement, transferother agreement, assign, convey or deliver any asset, property or right to Buyer Subsidiary (providedright, including any certificate, approval, authorization or other right, that this Section 1.6(a) will not affect whether any assetis contemplated as being a Transferred Asset, property or right will, once any required consent or waiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) or for Buyer Subsidiary and its respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, nonassignable without the consent or waiver of a third party or a Governmental Entity or is terminable or cancelable by a third party in the event of such an assignment (each a transfer or assignment without the consent or waiver of such third party, in each case unless “Non-Assignable Asset” and until such consent or waiver has been obtained (collectively, the “Non-Assignable Assets”)) unless and until such consent shall have been obtained. (b) Seller shallshall use commercially reasonable efforts to obtain such consents; however, Seller shall not be required to pay any fee or make any payment to any third party from whom Seller is seeking to obtain any such consent. Buyer understands and agrees that the procurement of any such consent is not a condition to Buyer’s obligation to effect the Closing, except that those consents expressly identified in Article 6 below shall cause its Subsidiaries to, be a condition of Closing to the extent set forth in Article 6. (c) Buyer and Seller shall use its and their respective commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to novate all obligations under any and all Transferred Agreements and all other obligations, responsibilities and liabilities that constitute Assumed Liabilities or to obtain in writing the Seller Consents unconditional release of Seller, its affiliates, and their successors, and assigns in connection with the Material Business Agreements, Transferred Agreements and Assumed Liabilities so that, in any such case, Buyer and its affiliates shall, effective as of the Closing, be solely responsible for the liabilities, responsibilities and obligations in and underlying the Assumed Liabilities, Transferred Agreements and Material Business Agreements. (as defined below). d) To the extent permitted by applicable Law, in the event any such consent or waiver that written consents to the assignment thereof cannot be obtained prior to the Closing, (i) the Seller shall use commercially reasonable efforts to hold such Non-Assignable Assets subject thereto and affected thereby shall be heldAssets, as of and from the ClosingClosing Date, by Seller in trust for Buyer and the benefit of covenants, responsibilities, obligations costs and expenses thereunder shall be performed by Buyer Subsidiaryin Seller’s name, at Buyer’s cost and expense, and all benefits and obligations existing thereunder will shall be for Buyer SubsidiaryBuyer’s account, (ii) Buyer Subsidiary shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) . Seller shall take or cause to be taken, subject to the second sentence of this Section 1.6(b), taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer Subsidiary with the benefits of such the Non-Assignable Assets and to, using commercially reasonable efforts, to effect the collection of money or other consideration that becomes due and payable under such the Non-Assignable Assets, and to Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of such all Non-Assignable Assets in accordance with Section 4.8, and (iv) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral Agreements. If and when such consent or waiver is obtained, Seller shall, and shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer Subsidiary for no additional considerationAssets. (ce) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes (and shall cause each of its Subsidiaries to authorize) Buyer SubsidiaryBuyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer SubsidiaryBuyer’s expense, to perform perform, and Buyer shall perform, all the obligations and responsibilities and receive all the benefits of Seller and or its Subsidiaries Affiliates under the Non-Assignable Assets. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any written consent or approval with respect to any Non-Assignable Asset is obtained, such Non-Assignable Asset shall not constitute a Transferred Asset for any purpose under this Agreement, and the failure of any such written consent or approval to be obtained or the failure of any such Non-Assignable Asset to constitute a Transferred Asset or any circumstances resulting therefrom shall not constitute a Material Adverse Effect on the Transferred Assets or a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement; provided that this Section 2.11(f) is not intended to prevent those consents that are expressly identified in Article 6 from being a condition of Closing to the extent set forth in Article 6. (g) Following the Closing, Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or to cause to be obtained, (i) any remaining consents necessary to assign to Buyer any Non-Assignable Assets, and (ii) any remaining consent, substitution, approval, or amendment required to novate all Assumed Liabilities underlying such Non-Assignable Assets, and to obtain in writing the unconditional release of Seller, its affiliates, and their successors and assigns so that, in any such case, Buyer and its affiliates shall be solely responsible for all Assumed Liabilities.

Non-Assignable Assets. (a) Nothing Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement nor the consummation of the Transactions contemplated hereby will shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right Acquired Asset to Buyer Subsidiary Buyers (provided, provided that this Section 1.6(a2.5(a) will shall not affect whether any asset, property or right will, once any required consent or waiver is obtained, shall be deemed to be a Purchased an Acquired Asset or Assumed Liability for any other purpose under this Agreement) ), or for Buyer Subsidiary and its respective successors and assigns Buyers to assume any Assumed Liability Liability, in each case which by its terms or by Law is not transferable or non-assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party(including any Governmental Authority), in each case unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”); provided, however, that, subject to the satisfaction or waiver of the conditions set forth in Section 4.3, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. (b) Seller shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to obtain, or to cause to be obtained, all consents, approvals and waivers required from a third party in connection with any Material Non-Assignable Asset on terms that will ensure that Buyers and their Affiliates maintain and preserve the rights and benefits under the Material Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Seller, and its Affiliates as of the date hereof; provided, that, neither Seller Consents (as defined below)nor any Subsidiary thereof shall be required to pay any amounts or provide other consideration in connection with obtaining any such consent, approval or waiver in connection with a Material Non-Assignable Asset. To the extent permitted by applicable Law, in the event any such consent consent, approval or waiver cannot be obtained prior to Closing, then from and after the Closing until such consent, approval or waiver shall have been obtained (or earlier termination or expiration of the applicable Contract), (i) the Seller (x) with respect to each Non-Assignable Assets subject thereto and affected thereby Asset (other than the Specified Contract, if the Specified Contract is a Non-Assignable Asset), shall be held, as of and from the Closing, by Seller in trust for the benefit of Buyer Subsidiaryuse commercially reasonable efforts to, and all (y) with respect to the Specified Contract (if the Specified Contract is a Non-Assignable Asset), shall, in the case of clause (x) and clause (y), provide Buyer with the benefits under each Non-Assignable Asset as if such Non-Assignable Asset had been assigned to Buyer (including by means of any licensing, operating, subcontracting, sublicensing or subleasing arrangement and obligations existing thereunder will be for by paying over to Buyer Subsidiary’s accountany money or other consideration contemplated under Section 8.10(a)), (ii) Seller shall (and shall cause its Subsidiaries to) use commercially reasonable efforts to maintain good relations with any obligee or other counterparty in connection with such Non-Assignable Asset, (iii) Buyer Subsidiary (x) with respect to each Non-Assignable Asset (other than the Specified Contract, if the Specified Contract is a Non-Assignable Asset), shall use commercially reasonable efforts to, and (y) with respect to the Specified Contract (if the Specified Contract is a Non-Assignable Asset), shall, in the case of clause (x) and clause (y), pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Asset or any Transferred Contract under which Seller shall take or cause to be taken, subject to the second sentence of this Section 1.6(b), such actions in its name Subsidiaries have not been discharged fully from its or otherwise as Buyer may reasonably request so as to provide Buyer Subsidiary with the benefits of such Non-Assignable Assets and to, using commercially reasonable efforts, effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and to pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets in accordance with Section 4.8, their obligations thereunder and (iv) Buyer Buyers and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral other Transaction Agreements; provided, in each case, that neither Seller nor any Subsidiary thereof shall be required to incur any out-of-pocket costs. If and when such consent consent, approval or waiver is obtained, Seller shall, and shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset Assets to Buyer Subsidiary Buyers for no additional consideration. Notwithstanding the foregoing, with respect to any Non-Assignable Asset that is a Contract relating to Software, the obligations of each Party pursuant to this Section 2.5 shall in no event extend beyond the one year anniversary of the Closing Date. (c) As In furtherance of, and without limiting or conditioning any of the rights, remedies, liabilities, and from obligations pursuant to this Agreement, including the other provisions of this Section 2.5, prior to the Closing Date, Seller authorizes (each Party shall, and shall cause each of its Subsidiaries to, cooperate in good faith to authorizemore fully document, in a form reasonably satisfactory to Seller and Buyer Parent, the undertakings set forth in Section 2.5(b)(iii)(y) Buyer Subsidiaryof this Agreement, including reasonably cooperating with the counterparty to the extent permitted by applicable Law and Specified Contract to amend the terms existing Specified Contract. Notwithstanding the foregoing sentence, the failure of the Non-Assignable AssetsParties (or their Subsidiaries) to reach such an agreement shall not impair, at Buyer Subsidiary’s expensemodify, to perform all delay, amend, or constitute a waiver of any of the obligations and receive all provisions of this Agreement or the benefits enforceability thereof, including the other provisions of Seller and its Subsidiaries under the Non-Assignable Assetsthis Section 2.5.

Non-Assignable Assets. (a) Nothing in this Agreement nor If and to the consummation extent that the valid, complete and perfected transfer or assignment of any Subject Asset (including any Contract) as part of the Transactions contemplated hereby will sale of the Membership Interests and the Assets would be construed as an attempt a violation of applicable Law, would cause the termination of a real property interest under the express terms thereof, or agreement require any Consent that has not been obtained or made by the Closing, then Seller shall cause the transfer of the Subject Asset (or portion thereof) or applicable Contract unaffected by such Law or un-obtained Consent to sellthe applicable Buyer unless the Parties shall otherwise mutually determine, and the assignment or transfer of the Subject Asset or Contract affected by such Law or un-obtained Consent shall be automatically deemed deferred and any such purported transfer, assignassignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. In the event that any such legal impediment is removed or such Consent that was not obtained prior to Closing is obtained following the Closing Date, convey then, no later than the tenth (10th) Business Day after such legal impediment is removed or deliver any asset, property or right to Buyer Subsidiary (provided, that this Section 1.6(a) will not affect whether any asset, property or right will, once any required consent or waiver such Consent is obtained, be deemed the Seller shall assign such Subject Asset or Contract that was so excluded as a result of such previous legal impediment or previously un-obtained Consent to be a Purchased Asset for any other purpose under the applicable Buyer on the same terms and conditions set forth in this Agreement) or for Buyer Subsidiary and its respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has been obtained (collectively, the “Non-Assignable Assets”). (b) If any transfer or assignment of any Subject Asset intended to be transferred or assigned hereunder, as the case may be, is not consummated on or prior to the Closing, whether as a result of the provisions of Section 5.4(a) or for any other reason, then, insofar as reasonably possible, the Seller shall thereafter hold such Subject Asset for the use, benefit and/or burden of the applicable Buyer (at the expense of Seller and for the account of the applicable Buyer) until such time as such transfer or assignment can be completed. In addition, Seller shall, insofar as reasonably possible and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to obtain, or to cause to be obtained, the Seller Consents (as defined below). To the extent permitted by applicable Law, treat such Subject Asset in the event any Ordinary Course of Business and take such consent other actions as may be reasonably requested by Buyers in order to place the applicable Buyer in a substantially similar position as if such Subject Asset had been transferred or waiver cannot be obtained prior assigned at the Closing and so that all the benefits and burdens relating to Closingsuch Subject Asset, (i) the Non-Assignable Assets subject thereto including use, risk of loss, potential for gain and affected thereby shall be helddominion, control and command over such Subject Asset, as of the case may be, shall inure from and from after the Closing, by Seller in trust for the benefit of Buyer Subsidiary, and all benefits and obligations existing thereunder will be for Buyer Subsidiary’s account, (ii) Buyer Subsidiary shall pay, perform or otherwise discharge (in accordance with the respective terms and subject Effective Time to the respective conditions thereofapplicable Buyer; provided, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assetshowever, (iii) Seller shall take or cause to be takenthat, subject to the second sentence of Transition Services Agreement, neither Seller nor its Affiliates shall be required to incur any out-of-pocket costs or expenses in conjunction with this Section 1.6(b5.4(b), such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer Subsidiary with the benefits of such Non-Assignable Assets and to, using commercially reasonable efforts, effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and to pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets in accordance with Section 4.8, and (iv) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral Agreements. If and when such consent or waiver is obtained, Seller shall, and shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer Subsidiary for no additional consideration. (c) As of and from the Closing Date, Seller authorizes (and shall cause each of its Subsidiaries to authorize) Buyer Subsidiary, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer Subsidiary’s expense, to perform all the obligations and receive all the benefits of Seller and its Subsidiaries under the Non-Assignable Assets.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right Acquired Asset to Buyer Subsidiary or its designees (provided, that this Section 1.6(a2.5(a) will shall not affect whether any asset, property or right will, once any required consent or waiver is obtained, shall be deemed to be a Purchased an Acquired Asset for any other purpose under this Agreement) ), or for Buyer Subsidiary and or its respective successors and assigns designees to assume any Assumed Liability Liability, in each case which by its terms or by Law is not transferable or non-assignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is terminable or cancelable cancellable by a third party in the event of such a transfer or assignment without the consent or waiver of such third partyparty (including any Governmental Authority), in each case unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”). (b) Seller shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to obtain, or to cause to be obtained, the Seller Consents (as defined below). To the extent permitted by applicable Law, in until the event earlier of (y) any such consent required consent, approval or waiver cannot be obtained prior to Closingis obtained, and (z) the first anniversary of the Closing Date: (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by Seller in trust for the benefit of Buyer SubsidiaryBuyer, and all benefits and obligations existing thereunder will shall be for Buyer SubsidiaryBuyer’s accountaccount(s), (ii) Seller shall (and shall cause its Affiliates to) use commercially reasonable efforts to maintain good relations with any obligee or other counterparty in connection with such Non-Assignable Asset, (iii) Buyer Subsidiary shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of SellerSeller or its applicable Affiliate) all of the covenants and obligations of Seller or its applicable Affiliate incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller shall take or cause to be taken, subject to the second sentence of this Section 1.6(b), such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer Subsidiary with the benefits of such Non-Assignable Assets and to, using commercially reasonable efforts, effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and to pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets in accordance with Section 4.8, and (iv) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral Agreements. If and when such consent or waiver is obtained, Seller shall, and shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer Subsidiary for no additional consideration. (c) As of and from the Closing Date, Seller authorizes (and shall cause each of its Subsidiaries to authorize) Buyer Subsidiary, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer Subsidiary’s expense, to perform all the obligations and receive all the benefits of Seller and its Subsidiaries under the Non-Assignable Assets.Asset,

Non-Assignable Assets. (a) Nothing Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement nor or the consummation of the Transactions contemplated hereby will shall be construed as an attempt or agreement to sellassign any Acquired Asset, transferincluding any Contract, assignPermit, convey certificate, approval, authorization or deliver any assetother right, property or right to Buyer Subsidiary (provided, that this Section 1.6(a) will not affect whether any asset, property or right will, once any required consent or waiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) or for Buyer Subsidiary and its respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, non-assignable without the consent or waiver of a third party Third Party or a Governmental Authority or is terminable or cancelable by a third party Third Party or a Governmental Authority in the event of an assignment (any such Acquired Asset, a transfer or assignment without the consent or waiver of such third party, in each case “Non-assignable Asset”) unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”). (b) Seller shall, and obtained. The AZ Parties shall cause its Subsidiaries to, use its and their all commercially reasonable efforts to obtainobtain any such consents with respect to the Acquired Assets promptly, or and shall cooperate as reasonably requested by Spinco in any efforts made by Spinco to cause to be obtained, the Seller Consents (as defined below)obtain such consent. To the extent permitted by applicable Law, in the event any such consent or waiver to the assignment thereof cannot be obtained prior to Closingobtained, (i) the at Spinco’s request, such Non-Assignable Assets subject thereto and affected thereby assignable Asset shall be held, as of and from the ClosingClosing Date, by Seller the applicable AZ Party in trust for Spinco and the benefit of Buyer Subsidiarycovenants and obligations under any Non-assignable Asset that is a Contract, Permit, certificate, approval or authorization shall be performed by Spinco in the applicable AZ Party’s name and all benefits and obligations Liabilities existing thereunder will after Closing shall be for Buyer SubsidiarySpinco’s account, (ii) Buyer Subsidiary shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller . The AZ Parties shall take or cause to be taken, subject to the second sentence of this Section 1.6(b)at Spinco’s expense, such reasonably necessary actions in its name or otherwise as Buyer Spinco may reasonably request so as to provide Buyer Subsidiary Spinco with the benefits of such any Non-Assignable assignable Assets and to, using commercially reasonable efforts, to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable assignable Assets, and to the AZ Parties or their applicable Affiliate shall promptly pay over to Buyer Spinco all money or other consideration received by it in respect of such all Non-Assignable Assets in accordance with Section 4.8, and (iv) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral Agreements. If and when such consent or waiver is obtained, Seller shall, and shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer Subsidiary for no additional consideration. (c) As of and from the Closing Date, Seller authorizes (and shall cause each of its Subsidiaries to authorize) Buyer Subsidiary, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer Subsidiary’s expense, to perform all the obligations and receive all the benefits of Seller and its Subsidiaries under the Non-Assignable assignable Assets.