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 shall be construed as an attempt or agreement to sell, transfer, assign convey or deliver any Acquired Asset to Buyers or any of their Subsidiaries (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not transferable or nonassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is 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 shall have been obtained (collectively, “Non-Assignable Assets”). (b) Sellers shall, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval 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 Sellers in trust for the benefit of Buyers, and all benefits and obligations existing thereunder shall be for Buyers’ account(s), (ii) Buyers shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all of the covenants and obligations of Sellers incurred after the Closing with respect to such Non-Assignable Asset, (iii) Sellers shall take or cause to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is obtained, Sellers shall, and shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein to the contrary, Seller shall not be obligated to commence or pursue any Action against any third party with respect to any Non-Assignable Asset.

Non-Assignable Assets. (a) Nothing Notwithstanding anything in this Agreement nor to the consummation of the Transactions contemplated hereby contrary, this Agreement shall be construed as not constitute an attempt or agreement to sellassign or transfer any Purchased Asset that is not assignable or transferable without the consent of any Person, transferother than Seller, assign convey or deliver any Acquired Asset to Buyers Stryker, Purchaser or any of their Subsidiaries (provided respective Affiliates, to the extent that this Section 2.6(a) such consent shall not affect whether any assethave been given prior to the Closing (each, property or right a “Nonassigned Asset”); provided, however, that Seller and Stryker shall be deemed use, both prior to be an Acquired Asset and for any other purpose under this Agreement)twelve (12) months after the Closing, or for Buyers commercially reasonable efforts to obtain, and Purchaser shall use its commercially reasonable efforts to assist and cooperate with Seller and Stryker in connection therewith, all necessary consents to the assignment and transfer of each Nonassigned Asset, and shall keep Purchaser reasonably informed as to the status of such efforts; provided, further, that none of Seller, Stryker, Purchaser or any of their Subsidiaries respective Affiliates shall be required to assume pay money to any Assumed LiabilityThird Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in each case which connection with such efforts. With respect to any Nonassigned Asset, for a period beginning on the Closing and ending on the earlier of (i) the time such requisite consent is not transferable obtained and such Nonassigned Asset is transferred and assigned to Purchaser or nonassignable(ii) the date that is twelve (12) months after the Closing, Seller and Stryker shall use commercially reasonable efforts to provide to Purchaser substantially comparable benefits thereof and shall enforce, at the request of and for the benefit of Purchaser, any rights of Seller or Stryker arising thereunder against any Person, including the right to seek any available remedies or to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Seller or Stryker provides Purchaser with benefits of any Nonassigned Asset, Purchaser shall perform, as applicablereasonably directed by Seller, without the consent or waiver related obligations of a third party (including any Governmental Authority) or is 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 Seller and until such consent or waiver shall have been obtained (collectively, “Non-Assignable Assets”)Stryker thereunder. (b) Sellers shallSeller and Stryker provides no assurances to Purchaser that any consent, authorization, approval or waiver of a Third Party contemplated by this Section 2.03 will be granted. Subject to compliance by Seller and Stryker with the provisions of this Section 2.03, the Parties acknowledge and agree that neither Seller, Stryker nor any of their Affiliates shall cause their Subsidiaries tobe obligated to obtain any such authorization, use their reasonable best efforts approval, consent or waiver hereunder and neither (i) the failure to obtainso actually obtain any such authorization, approval, consent or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following waiver in connection with the consummation of the Transactions that were enjoyed transactions contemplated by Sellers this Agreement in and their Subsidiaries as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval 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 Sellers in trust for the benefit of Buyers, and all benefits and obligations existing thereunder shall be for Buyers’ account(s), itself nor (ii) Buyers shall payany default or termination or any lawsuit, perform action, claim, proceeding or otherwise discharge (investigation commenced or threatened by or on behalf of any Person to the extent arising out of any such failure to so actually obtain any such authorization, approval, consent or waiver in accordance connection with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all consummation of the covenants transactions contemplated by this Agreement in and of itself shall be deemed (x) a breach of any representation, warranty or covenant of Seller or Stryker contained in this Agreement or (y) to cause any condition to Purchaser’s obligations of Sellers incurred after to close the Closing with respect to such Non-Assignable Asset, (iii) Sellers shall take or cause transactions contemplated by this Agreement to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is obtained, Sellers shall, and shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein to the contrary, Seller shall deemed not be obligated to commence or pursue any Action against any third party with respect to any Non-Assignable Assetsatisfied.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign convey or deliver any Acquired Transferred Asset to Buyers or any of their Subsidiaries Buyer (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired a Transferred Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries Buyer to assume any Assumed Liability, in each case which is not transferable or nonassignablenon- assignable, as applicable, without the consent or waiver of a third party Third Party (including any Governmental Authority) or is cancelable by a third party Third Party in the event of such a transfer or assignment without the consent or waiver of such third party Third Party (including any Governmental Authority), in each case unless and until such consent or waiver shall have been obtained (collectively, “Non-Assignable Assets”). (b) Sellers shall, and Seller shall cause their Subsidiaries to, use their its reasonable best efforts to obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule 2.6(b) on terms that will ensure that Buyers Buyer maintains and their Subsidiaries maintain and preserve preserves the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries Seller as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval 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 Sellers Seller in trust for the benefit of BuyersBuyer, and all benefits and obligations existing thereunder shall be for Buyers’ account(s)Buyer’s account, (ii) Buyers Buyer shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of SellersSeller) all of the covenants and obligations of Sellers Seller incurred after the Closing with respect to such Non-Assignable AssetAssets, (iii) Sellers Seller shall take or cause to be taken at their own expense such actions in its name or otherwise as Buyers Buyer may reasonably request so as to provide Buyers Buyer with the benefits of such Non-Non- Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers Buyer all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers Buyer and Sellers Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is obtained, Sellers shall, and Seller shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Non- Assignable Asset to Buyers or their applicable Subsidiaries Buyer for no additional consideration. Notwithstanding anything herein to the contrary, Seller shall not be obligated to commence or pursue any Action against any third party Third Party with respect to any Non-Assignable Asset.

Non-Assignable Assets. (a) Nothing in this Agreement nor Notwithstanding anything herein to the consummation of contrary, except with respect to the Transactions contemplated hereby shall be construed as an attempt or agreement to sellRequired Consents set forth on Schedule 3.2(b)(i), transfer, assign convey or deliver if any Acquired Asset to Buyers or any of their Subsidiaries (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not assignable or transferable or nonassignable(each, as applicable, a “Non-Assignable Asset”) without the consent of, or waiver by (e.g., because such a purported assignment or transfer would constitute a breach of a contractual obligation with respect to such Acquired Asset as a result of the provisions thereof), a third party (including each, an “Assignment Consent”), and any Governmental Authority) such Assignment Consent is not obtained on or is cancelable by a third party in prior to the event Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer 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 shall have been obtained (collectively, “Non-Assignable Assets”). (b) Sellers shallAsset, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the such Non-Assignable Asset shall not be included in the Acquired Assets following the consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval or waiver cannot be obtained prior Closing Date; provided that Seller shall use commercially reasonable efforts to Closing, (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as obtain an Assignment Consent in advance of and from the Closing; (ii) if it fails to obtain such Assignment Consent in advance of Closing, by Sellers in trust for twelve (12) months following the benefit of BuyersClosing Date, obtain such Assignment Consent as soon as commercially practicable following the Closing; and all (iii) cooperate with Buyer to allow Buyer to assume the benefits and obligations existing thereunder shall be for Buyers’ account(s), (ii) Buyers shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all of the covenants and obligations of Sellers incurred after the Closing with respect to such Non-Assignable Asset; provided, further, that nothing shall require Seller to pay any consideration to a third party to obtain or achieve any of (iii) Sellers shall take or cause to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the benefits of such i)-(iii). Once an Assignment Consent is obtained for an Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable AssetsAsset, and promptly pay over to Buyers all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is obtained, Sellers shall, and shall cause their Subsidiaries to, Seller will sell, transfer, assign, convey assign and deliver to Buyer all of Seller’s right, title and interest in and to such Non-Assignable Asset to Buyers or their applicable Subsidiaries for no additional without further consideration. Notwithstanding anything herein For clarity, the failure to obtain any Assignment Consents prior to Closing, despite ▇▇▇▇▇▇’s commercially reasonable efforts to obtain such Assignment Consents, will not constitute a violation of any of the contrary, Seller shall not be obligated conditions to commence or pursue any Action against any third party with respect Buyer’s obligation to any Non-Assignable Assetconsummate the Closing set forth in Section 8.2.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation If any of the Purchased Contracts or other Purchased Assets are not assignable or transferable in connection with the Transactions contemplated hereby shall be construed as an attempt or agreement to sell(each, transfer, assign convey or deliver any Acquired Asset to Buyers or any of their Subsidiaries (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not transferable or nonassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is 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 shall have been obtained (collectively, “Non-Assignable AssetsAsset”) without the Consent of, or waiver by, a third party, (each, an “Assignment Consent”). (b) Sellers shall, either as a result of the provisions thereof or applicable Laws, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain, any of such Assignment Consents are not obtained by the Sellers on or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval 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 Sellers in trust for this Agreement and the benefit related instruments of Buyers, and all benefits and obligations existing thereunder transfer shall be for Buyers’ account(s), (ii) Buyers shall pay, perform not constitute an assignment or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all of the covenants and obligations of Sellers incurred after the Closing with respect to such Non-Assignable Asset, (iii) Sellers shall take or cause to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect transfer of such Non-Assignable Assets, and the Purchaser shall not assume the Sellers’ rights or obligations under such Non-Assignable Asset (ivand such Non-Assignable Asset shall not be included in the Purchased Assets until such Assignment Consent is obtained) Buyers until such time as the applicable Assignment Consent of, or waiver by, the applicable third party is obtained; provided, however, that the foregoing shall not limit or affect any of the representations and warranties of the Company contained in Article 5 of the other covenants and agreements of the Sellers hereunder. (b) In any such case, without limiting Section 8.13, each of the Company and the Purchaser shall, and the Company shall cause the other Sellers to, use reasonable best efforts to obtain, as soon as practicable, such Assignment Consent. Each of the Company and the Purchaser acknowledges and agrees that, prior to any Seller or Purchaser seeking any such Assignment Consent, the Company shall consult with the Purchaser or Purchaser shall consult with the Company, as applicable, with respect to any proposed written notice and/or consent request and generally develop with each other a mutually agreeable communications plan regarding the procurement of such Assignment Consents and that all communications (written or oral) with third parties in connection with the procurement of such Assignment Consents shall be consistent with the foregoing. Upon receipt of any such Assignment Consent, the applicable Sellers shall mutually cooperate promptly sell, assign, transfer, convey and deliver such Purchased Asset to provide any other alternative arrangements as may be reasonably required to implement the purposes Purchaser for no additional consideration. (c) Until such Assignment Consents shall have been obtained, each of this Agreement the Company and Purchaser shall, and the Company shall cause the other Transaction AgreementsSellers to, use reasonable best efforts to effect a mutually-agreeable alternate arrangement, in the form of a subcontract, sublease, or other arrangement, which results in the Purchaser receiving the benefits of, performing the obligations under, and bearing the costs, Liabilities and other obligations with respect to, each Non-Assignable Asset to the extent permitted by applicable Law. If and when such consentIn connection therewith, approval or waiver is obtained, Sellers (i) the Company shall, and shall cause their Subsidiaries the other Sellers to, sellpromptly remit to the Purchaser when received all monies received by Sellers or any of its Affiliates in respect of any such Non-Assignable Asset or any claim or right or any benefit arising thereunder or resulting therefrom and (ii) (A) the Purchaser shall bear, transferand indemnify the Sellers for, assignall the costs (including Tax costs), convey Liabilities, burdens and deliver other Liabilities incurred with respect to any such Non-Assignable Asset to Buyers the extent that Purchaser receives the corresponding benefits of or their with respect to such Non-Assignable Asset and (B) the Purchaser shall promptly reimburse the Company and/or the Sellers for any such costs (including Tax costs), Liabilities and other obligations in respect of any such Non-Assignable Asset. Without limiting the foregoing, if a Purchased Contract (or rights thereunder) cannot be assigned to Purchaser, then, upon Purchaser’s reasonable request and at Purchaser’s direction and expense, the Company shall, and shall cause the other Sellers to, enforce such agreements, covenants and obligations for the benefit of Purchasers to the maximum extent permitted by applicable Subsidiaries for no additional considerationLaws until such time as the applicable Purchased Contract can be assigned to Purchaser. Notwithstanding anything herein in this Agreement to the contrary, Seller nothing in this Section 2.5 shall not require Sellers or their respective Representatives to take any action that would constitute a breach or other contravention of the rights of any Person(s), be obligated to commence ineffective under, or pursue any Action against any third party with respect to contravene, applicable Law or any Non-Assignable AssetAsset or Purchased Contract that cannot be assigned to Purchaser. (d) Notwithstanding anything in this Agreement to the contrary (including this Section 2.5), none Purchaser, Parent, the Sellers or any of their respective Affiliates or Representatives shall have any obligation to make any payments or other concession or incur any Liability, or commence or participate in any Action, to obtain any Consents of, or waivers by, third parties or effect the arrangements contemplated by this Section 2.5. (e) For income Tax purposes, the Parties shall treat any transfer set forth in this Section 2.5 as having occurred at the Closing, except to the extent otherwise required by Law.

Non-Assignable Assets. (a) Nothing in this Agreement nor Notwithstanding the consummation of the Transactions contemplated hereby shall be construed as an attempt foregoing, if any Assigned Contract or agreement to sellother Purchased Asset, transfer, assign convey or deliver any Acquired Asset to Buyers or any of their Subsidiaries (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not transferable or nonassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is 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 AuthorityApproval identified on Schedule 1.1(d), in each case unless and until such consent is not assignable or waiver shall have been obtained transferable (collectivelyeach, a “Non-Assignable AssetsAsset”) without the consent of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any such Assignment Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset and such Non-Assignable Asset shall not be included in the Purchased Assets. Instead, each of the parties hereto, for a period of twelve (12) months following the Closing Date, shall use commercially reasonable efforts to obtain all such Assignment Consents and, to the extent such Assignment Consents are obtained during such twelve (12) month period, the Selling Parties shall assign to Purchaser or its designee such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement. (b) Sellers From the date of this Agreement until immediately prior to the Closing or the earlier termination of this Agreement pursuant to its terms, Seller shall, and shall cause their Subsidiaries its Affiliates (including the Selling Parties) and Representatives to, use their commercially reasonable best efforts to obtain, or to cause to be obtained, cooperate with Purchaser in obtaining all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries as of the date hereofAssignment Consents during such period. To the extent permitted by applicable Law, in the event such consent, approval or waiver cannot be any Assignment Consent is obtained prior to Closing, (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by Sellers in trust for the benefit of Buyers, and all benefits and obligations existing thereunder assets subject to such Assignment Consent shall be deemed Purchased Assets for Buyers’ account(s), (ii) Buyers shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all of the covenants and obligations of Sellers incurred after the Closing with respect to such Non-Assignable Asset, (iii) Sellers shall take or cause to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is obtained, Sellers shall, and shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein to the contrary, Seller shall not be obligated to commence or pursue any Action against any third party with respect to any Non-Assignable AssetAgreement.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign assign, convey or deliver any Acquired Asset asset, property or right to Buyers or any of their Subsidiaries Buyer (provided provided, that this Section 2.6(a1.4(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), ) which by its terms or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which by applicable Legal Requirement is not transferable or nonassignableassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) Person or is cancelable by a third party Person in the event of such a transfer or assignment without the consent or waiver of such third party Person (including any Governmental Authoritycollectively, “Non-Assignable Assets”), in each case unless and until such consent or waiver shall have been obtained obtained. Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain any such consent or waiver; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor; provided further, that, subject to the foregoing, such cooperation by Seller shall include, without limitation, promptly (collectively, but in any event within five (5) business days after the Closing) delivering written notice to the Taxi & Limousine Commission of New York City (the “Non-Assignable AssetsTLC”)) (x) informing the TLC that Seller has transferred certain of its advertising business and assets in connection with the transactions contemplated hereby and (y) identifying all medallions/“SHLs” that hold permits related to such transferred advertising business and assets based on the list that Buyer made available to Seller prior to the Closing. (b) Sellers shall, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries as of the date hereof. To the extent permitted by applicable LawLegal Requirement, in the event such consent, approval that written consents or waiver waivers to the assignment thereof cannot be obtained prior to the Closing, (i) the such Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the ClosingClosing Date, by Sellers Seller in trust for the benefit of BuyersBuyer, and all of Seller’s benefits and obligations existing thereunder (excluding, for the avoidance of doubt, Seller’s benefits thereunder relating to Accounts Receivable) shall be for Buyers’ account(s), (ii) Buyers shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all of the covenants and obligations of Sellers incurred after the Closing with respect to such Non-Assignable Asset, (iii) Sellers Buyer’s account. Seller shall take or cause to be taken taken, at their own expense Buyer’s expense, such actions in its name or otherwise as Buyers Buyer may reasonably request so as to provide Buyers Buyer with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is obtained, Sellers shall, and shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein to the contrary, Seller shall not be obligated to commence or pursue any Action against any third party with respect to any Non-Assignable Asset.

Non-Assignable Assets. If there are any Contracts (aother than any Contracts identified on Section 7.2.4 of Sellers’ Disclosure Schedule) Nothing in this Agreement nor for which Approvals are required by the consummation of the Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign convey or deliver any Acquired Asset to Buyers or any of their Subsidiaries (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not transferable or nonassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is cancelable by a third party in the event terms of such a Contract, which Approvals to 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 shall have not been obtained (collectively, or otherwise are not in full force and effect) as of the Closing Date (the “Non-Non Assignable Assets”). (b) Sellers shall, notwithstanding Section 1.1, neither this Agreement nor any applicable documents shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Non Assignable Asset, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval 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 Sellers the parties shall use commercially reasonable efforts, and cooperate with each other, to obtain the Approval relating to any Non Assignable Asset as quickly as practicable. Pending the obtaining of such Approvals relating to any Non Assignable Asset, the parties shall cooperate with each other in trust any reasonable and lawful arrangements designed to provide to the Buyer the benefits of use of the Non Assignable Asset for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyers, the Buyer of any and all benefits rights the Sellers may have against a third party related thereto). Once an Approval for the sale, assignment, assumption, transfer, conveyance and obligations existing thereunder shall be for Buyers’ account(s), (ii) Buyers shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name delivery of Sellers) all of the covenants and obligations of Sellers incurred after the Closing with respect to such Non-a Non Assignable Asset, (iii) Sellers shall take or cause to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver Asset is obtained, Sellers shall, and the respective Seller shall cause their Subsidiaries to, sellpromptly assign, transfer, assign, convey and deliver such Non-Non Assignable Asset to Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein the Buyer, and the Buyer shall assume the obligations under such Non Assignable Asset assigned to the contraryBuyer from and after the date of assignment to the Buyer pursuant to an assignment and assumption agreement. Nothing herein shall excuse any Seller Party from responsibility for any of its representation, Seller shall not be obligated to commence warranties or pursue any Action against any third party with respect to any Non-Assignable Assetcovenants contained herein.

Non-Assignable Assets. (ai) Nothing in this Agreement nor To the consummation extent that the assignment hereunder of the Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign convey or deliver any Acquired Asset to Buyers or any of their Subsidiaries (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not transferable permitted under applicable Law or nonassignable, as applicable, is not permitted without the consent or waiver of any other Person (each, a third party (including any Governmental Authority) or is 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 shall have been obtained (collectively, “Non-Assignable AssetsAsset”). (b) Sellers shall, and such consent is not obtained prior to the Closing, then, notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, this Agreement, such Ancillary Agreement, and any related instruments of transfer shall cause their Subsidiaries to, use their reasonable best efforts to obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 not constitute an assignment of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following Asset and Purchaser shall assume no Liabilities thereunder or with respect thereto. (ii) From and after the consummation of the Transactions that were enjoyed by Sellers Closing Date and their Subsidiaries as of until the date hereof. To that is 30 days after the extent permitted by applicable Lawoccurrence of an Earn-Out Consideration Event, in the event Seller and Purchaser shall use commercially reasonable efforts (without any Party incurring substantial costs or expense), to (A) obtain any such required consent, authorization or approval or waiver cannot be obtained prior required to Closing, (i) the assign any Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by Sellers in trust (B) obtain for the benefit of Buyers, and all benefits and obligations existing thereunder shall be for Buyers’ account(s), (ii) Buyers shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) Purchaser substantially all of the covenants economic and operational benefits of such Non-Assignable Asset and Purchaser shall perform all covenants, obligations and responsibilities of Sellers incurred after the Closing Seller with respect to such Non-Assignable Asset, (iii) Sellers shall take Asset to the extent Purchaser would have been responsible therefor if such consent had been obtained on or cause prior to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the benefits of such Non-Assignable Assets Closing Date and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is obtained, Sellers shall, and shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset had been assigned to Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein Purchaser, including by (1) entering into a mutually agreeable arrangement between Seller and Purchaser and (2) subject to the contraryconsent and control of Purchaser, enforcing, at the cost and for the account of Purchaser, any and all rights of Seller shall not be obligated to commence or pursue any Action against any third party with respect arising out of the breach or cancellation thereof by such other party or otherwise. Seller shall hold in trust for the benefit of Purchaser and shall deliver to any Purchaser promptly upon receipt of all required consents, such Non-Assignable AssetAsset and all income, proceeds and other monies received by Seller that belong to Purchaser (including any payments and reimbursement made by any third party), to the extent related to or arising from any such Non-Assignable Asset in connection with the arrangements under this Section 2.1(c). Purchaser shall hold in trust for the benefit of Seller and shall deliver to Seller, promptly upon receipt thereof, any Excluded Asset and all income, proceeds and other monies received by Purchaser that belong to Seller (including any payments and reimbursement made by any third party), to the extent related to or arising from the Excluded Assets. (iii) Once such consent, authorization or approval is obtained, (A) the applicable Non-Assignable Asset will be deemed to have been automatically transferred to Purchaser or the applicable Purchaser Designee on the terms set forth in this Agreement, (B) the Liabilities arising out of the use, performance, ownership or operation of the applicable Non-Assignable Asset will be deemed to be Assumed Liabilities (except those Liabilities that are Excluded Liabilities), and (C) the rights pursuant to the applicable Non-Assignable Asset will be deemed to be Acquired Assets.

Non-Assignable Assets. (a) Nothing in this Agreement nor Notwithstanding the consummation of the Transactions contemplated hereby shall be construed as an attempt foregoing, if any Assigned Contract or agreement to sellother Purchased Asset, transfer, assign convey or deliver any Acquired Asset to Buyers or any of their Subsidiaries (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not transferable or nonassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is 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 AuthorityApproval identified on Schedule 1.1(d), in each case unless and until such consent is not assignable or waiver shall have been obtained transferable (collectivelyeach, a “Non-Assignable AssetsAsset”) without the consent of, or waiver by, a third party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any such Assignment Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset and such Non-Assignable Asset shall not be included in the Purchased Assets. Instead, each of the parties hereto, for a period of twelve (12) months following the Closing Date, shall use commercially reasonable efforts to obtain all such Assignment Consents and, to the extent such Assignment Consents are obtained during such twelve (12) month period, the Selling Parties shall assign to Purchaser or its designee such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement. (b) Sellers From the date of this Agreement until immediately prior to the Closing or the earlier termination of this Agreement pursuant to its terms, Seller shall, and shall cause their Subsidiaries its Affiliates (including the Selling Parties) and Representatives to, use their commercially reasonable best efforts to obtaincooperate with Purchaser in obtaining all Assignment Consents during such period. To the extent any Assignment Consent is obtained prior to the Closing, the assets subject to such Assignment Consent shall be deemed Purchased Assets for purposes of this Agreement. (c) For a period of twelve (12) months after the Closing and subject to payment of the Purchase Price by Purchaser pursuant to Section 2.1, the Selling Parties shall cooperate with Purchaser in any commercially reasonable arrangement designed to provide Purchaser or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 its designee with the benefits of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following after the consummation of Closing as if the Transactions that were enjoyed appropriate Assignment Consents had been obtained, including by Sellers granting subleases or other rights and their Subsidiaries as of establishing arrangements whereby Purchaser or its designee shall undertake the date hereofwork necessary to perform under Assigned Contracts. To the extent permitted by applicable Law, in the event such consent, approval or waiver cannot be obtained prior to Closing, (i) the benefits of a Non-Assignable Assets subject thereto Asset are made available to Purchaser, whether during or after such twelve (12) month period, Purchaser shall perform, at the direction of Seller or the applicable Selling Party, the obligations of Seller or the Selling Party under such Non-Assignable Asset and affected thereby shall be held, as of and from the Closing, by Sellers in trust for the benefit of Buyers, and assume all benefits liabilities and obligations existing thereunder shall be for Buyers’ account(s), related thereto. (iid) Buyers shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all of the covenants and obligations of Sellers incurred after the Closing with With respect to such any Governmental Approval that is a Non-Assignable Asset, notwithstanding any other provision of this Agreement, the Selling Parties’ liabilities and obligations with respect thereto shall cease in all respects as of the date that is twelve (iii12) Sellers months after the Closing Date. On and after such date, the Selling Parties shall take have no ongoing liabilities or obligations to Purchaser whatsoever in relation to such Governmental Approvals or the Products approved, cleared, marketed, or sold under such Governmental Approvals, including any obligation to assist in the transfer of any such Governmental Approvals. On and after such date, the Selling Parties shall have the right, exercisable in their sole discretion, to cease, or cause to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with cease, the benefits maintenance of such Non-Assignable Assets Governmental Approvals in the applicable issuing countries or territories, and to effect terminate the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is obtained, Sellers shall, and shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein to the contrary, Seller shall not be obligated to commence or pursue any Action against any third party with respect to any Non-Assignable Assetsame.