Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. To the extent that any Third Party Consents, other than the Material Consents, have not been obtained by Seller as of the Closing for any reason, Seller shall, during the remaining term of such Contract (the “Non-Assignable Contracts”), use all commercially available efforts to (a) obtain the consent of the applicable third party or parties thereto, (b) make the benefit of such Non-Assignable Contracts available to Buyer, and (c) enforce at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect to terminate any such Non-Assignable Contract in accordance with the terms thereof). Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Non-Assignable Contract or any other claim, right, contract, license, lease, commitment, sales order, or purchase order if an attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. Seller will not take any action or suffer any omission that would limit, restrict or terminate in any material respect the benefits to Buyer of such Non-Assignable Contracts unless, in good faith and after consultation with and prior written notice to Buyer, Seller is ordered orally or in writing to do so by a governmental authority of competent jurisdiction or Seller is otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller will, at the expense and for the account of Buyer, take such actions as are requested by Buyer to file and pursue such appeal and to obtain a stay of such order. With respect to any Non- Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Buyer is obtained following the Closing, Seller shall transfer such Non-Assignable Contract to Buyer by execution and delivery of an instrument of assignment reasonably satisfactory to Buyer within three (3) business days following receipt of such approval or consent.

Non-Assignable Contracts. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any Contract which is by law or its terms non- assignable or the assignment of which would constitute a violation of statute, rule, regulation, contract, commitment or other agreement. If, as of the Closing, an attempted assignment of any Assumed Contract would be ineffective or would affect Seller’s rights thereunder so that Buyer would not in fact receive all such rights, Seller shall cooperate with Buyer in a mutually acceptable arrangement, at Seller’s cost, to provide for Buyer the benefit (including the economic benefit) of such Assumed Contract (other than legal title). If and so long after the Closing as such assignment shall not have been made, Seller shall (i) to the extent that such action shall not result in violation of such Assumed Contract, transfer to Buyer all assets and rights, including all monies, received in respect of such Assumed Contract and hold such Assumed Contract in trust for Buyer. To the extent that any Third Party Consents, the provisions of the preceding sentence above are not sufficient to transfer all of the benefits (including the economic benefit) of such Assumed Contract (other than the Material Consentslegal title), have not or any of such Assumed Contract has been obtained by Seller canceled as a result of the Closing for any reasonattempted assignment, Seller shallshall take such actions (which, during without limitation, may include entering into subcontracting arrangements with Buyer) as are necessary to provide all of the remaining term benefits (or the equivalent thereof, including the economic benefit) of such Contract or Permit (the “Non-Assignable Contracts”), use all commercially available efforts to (aother than legal title) obtain the consent of the applicable third party or parties thereto, (b) make the benefit of such Non-Assignable Contracts available to Buyer, and (c) enforce at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect to terminate any such Non-Assignable Contract in accordance with the terms thereof). Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Non-Assignable Contract or any other claim, right, contract, license, lease, commitment, sales order, or purchase order if an attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. Seller will not take any action or suffer any omission that would limit, restrict or terminate in any material respect the benefits to Buyer of such Non-Assignable Contracts unless, in good faith From and after consultation with and prior written notice to Buyer, Seller is ordered orally or in writing to do so by a governmental authority of competent jurisdiction or Seller is otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller will, at the expense and for the account of Buyer, take such actions as are requested by Buyer to file and pursue such appeal and to obtain a stay of such order. With respect to any Non- Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Buyer is obtained following the Closing, Seller shall transfer use its commercially reasonable efforts to obtain any consents or approvals to fully assign such Non-Assignable any such Assumed Contract (including legal title thereto) to Buyer by execution and delivery of an instrument of assignment reasonably satisfactory to Buyer within three (3) business days following receipt of such approval or consentBuyer.

Non-Assignable Contracts. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any Contract which is by law or its terms non-assignable or the assignment of which would constitute a violation of statute, rule, regulation, contract, commitment or other agreement. If, as of the Closing, an attempted assignment of any Assumed Contract would be ineffective or would affect Seller’s rights thereunder so that Buyer would not in fact receive all such rights, Seller shall cooperate with Buyer in a mutually acceptable arrangement, at Seller’s cost, to provide for Buyer the benefit (including the economic benefit) of such Assumed Contract (other than legal title). If and so long after the Closing as such assignment shall not have been made, Seller shall (i) to the extent that such action shall not result in violation of such Assumed Contract, transfer to Buyer all assets and rights, including all monies, received in respect of such Assumed Contract and hold such Assumed Contract in trust for Buyer. To the extent that any Third Party Consents, the provisions of the preceding sentence above are not sufficient to transfer all of the benefits (including the economic benefit) of such Assumed Contract (other than the Material Consentslegal title), have not or any of such Assumed Contract has been obtained by Seller canceled as a result of the Closing for any reasonattempted assignment, Seller shallshall take such actions (which, during without limitation, may include entering into subcontracting arrangements with Buyer) as are necessary to provide all of the remaining term benefits (or the equivalent thereof, including the economic benefit) of such Contract or Permit (the “Non-Assignable Contracts”), use all commercially available efforts to (aother than legal title) obtain the consent of the applicable third party or parties thereto, (b) make the benefit of such Non-Assignable Contracts available to Buyer, and (c) enforce at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect to terminate any such Non-Assignable Contract in accordance with the terms thereof). Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Non-Assignable Contract or any other claim, right, contract, license, lease, commitment, sales order, or purchase order if an attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. Seller will not take any action or suffer any omission that would limit, restrict or terminate in any material respect the benefits to Buyer of such Non-Assignable Contracts unless, in good faith From and after consultation with and prior written notice to Buyer, Seller is ordered orally or in writing to do so by a governmental authority of competent jurisdiction or Seller is otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller will, at the expense and for the account of Buyer, take such actions as are requested by Buyer to file and pursue such appeal and to obtain a stay of such order. With respect to any Non- Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Buyer is obtained following the Closing, Seller shall transfer use its commercially reasonable efforts to obtain any consents or approvals to fully assign such Non-Assignable any such Assumed Contract (including legal title thereto) to Buyer by execution and delivery of an instrument of assignment reasonably satisfactory to Buyer within three (3) business days following receipt of such approval or consentBuyer.

Non-Assignable Contracts. To the extent that any Third Party Consents, other than the Material Consents, have not been obtained by Seller as of the Closing for any reason, Seller shall, during the remaining term of such Contract (the “Non-Assignable Contracts”), use all commercially available efforts to (a) obtain the consent of the applicable third party or parties thereto, (b) make the benefit of such Non-Assignable Contracts available to Buyer, and (c) enforce at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect to terminate any such Non-Assignable Contract Notwithstanding anything in accordance with the terms thereof). Anything contained herein this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Non-Assignable assignable Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment of such Contract without consent of a third party would constitute a breach or other claim, right, contract, license, lease, commitment, sales ordercontravention thereof or in any way adversely affect the rights of Buyers or a Seller thereunder. Sellers shall use their commercially reasonable efforts (but without any payment of money by Buyers or Sellers) to obtain the consent of the other parties to any such Contract or claim or right or any benefit arising thereunder for the assignment thereof to Buyers as Buyers EXECUTION VERSION may request. If such consent is not obtained, or purchase order if an attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof be ineffective or in any material way would adversely affect the rights of Sellers or Buyers thereunder so that Buyers would not in fact receive all such rights, Sellers and Buyers will cooperate in a mutually agreeable arrangement under which Buyers would obtain the benefits and assume the obligations (except for Excluded Liabilities) thereunder in accordance with this Agreement, including subcontracting, sub-licensing or subleasing to Buyers, or under which a Seller would enforce for the benefit of Buyers, with Buyers assuming such Seller's obligations, any and all rights of such Seller against a third party thereto. Sellers will promptly pay to Buyers when received all monies received by a Seller under any such Contract or any claim or right or any benefit arising thereunder, unless such consent is obtained. Seller will not take any action or suffer any omission that would limit, restrict or terminate in any material respect except to the benefits to Buyer of such Non-Assignable Contracts unless, in good faith and after consultation with and prior written notice to Buyer, Seller is ordered orally or in writing to do so by a governmental authority of competent jurisdiction or Seller is otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller will, at extent the expense and for the account of Buyer, take such actions as are requested by Buyer to file and pursue such appeal and to obtain a stay of such order. With respect to any Non- Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Buyer is obtained following the Closing, Seller shall transfer such Non-Assignable Contract to Buyer by execution and delivery of same represents an instrument of assignment reasonably satisfactory to Buyer within three (3) business days following receipt of such approval or consentExcluded Asset.

Non-Assignable Contracts. To (a) Notwithstanding any other provision in this Agreement, neither this Agreement nor any other document executed by the extent that Sellers pursuant to this Agreement will constitute an assignment or attempted assignment of any Third Party ConsentsNon-Assignable Contract. (b) Upon the mutual agreement of the Buyer and Sellers, the Sellers will use commercially reasonable efforts to obtain any consent to assignment which may be required for the assignment to the Buyer Sub of any such Non-Assignable Contract. The expenses of obtaining any such consents shall be allocated equitably between the Parties in a manner mutually agreed upon by the Parties on a case by case basis. If any necessary consent has not been obtained as of the Closing, such Non-Assignable Contract will not be deemed assigned and the Sellers will: (i) hold their right, title and interest in, to and under such Non-Assignable Contract for the benefit of the Buyer Sub until such consent is obtained; (ii) use commercially reasonable efforts (without obligation to pay any fee or other compensation, other than the Material Consents, have not been obtained by Seller as of the Closing for any reason, Seller shall, during the remaining term of such Contract (the “Non-Assignable Contracts”), use all commercially available efforts contractual assignment fees) to (a) obtain the consent of to the applicable third party or parties thereto, (b) make assignment to the benefit Buyer Sub of such Non-Assignable Contracts available to Buyer, and Contract; (ciii) enforce at take such commercially reasonable action in the request name of the Sellers or otherwise as the Buyer Sub may reasonably require and at the expense and for of the account Sellers so as to provide the Buyer Sub with the benefits of Buyer, any rights of Seller arising from such the Non-Assignable Contracts against Contract, including taking legal action to enforce the other party or parties thereto terms of any Non-Assignable Contract, including with respect to any breach thereof by the applicable counterparty; and (iv) unless prohibited by the terms of the Non-Assignable Contract, authorize the Buyer Sub, at the Buyer Sub’s expense, to perform all of the Sellers’ obligations and have all of the Sellers’ rights, including the right to elect to terminate any payment, under such Non-Assignable Contract in accordance with and constitute the terms thereof). Anything contained herein to Buyer Sub the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Non-Assignable Contract or any other claim, right, contract, license, lease, commitment, sales order, or purchase order if an attempted assignment thereof without the consent attorney of the other party thereto would constitute a breach thereof or Sellers to act in any material way affect the rights name of Seller thereunder, unless such consent is obtained. Seller will not take any action or suffer any omission that would limit, restrict or terminate in any material the Sellers with respect the benefits to Buyer of such Non-Assignable Contracts unlessContract, in good faith and after consultation with and prior written notice which case the Buyer Sub shall be entitled to Buyerthe full benefit of the Non-Assignable Contract. For the avoidance of doubt, Seller is ordered orally the Buyer Sub shall be entitled to all payments, including any receivables that constitute Current Trade Receivables, received by the Buyer Sub, Sellers or in writing to do so by a governmental authority any of competent jurisdiction or Seller is otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller will, at the expense and for the account of Buyer, take such actions as are requested by Buyer to file and pursue such appeal and to obtain a stay of such order. With respect to any Non- Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Buyer is obtained following the Closing, Seller shall transfer their respective Affiliates on such Non-Assignable Contract following Closing. (c) Buyer Sub will timely perform and satisfy the Sellers’ obligations under the Non-Assignable Contract. (d) Notwithstanding the foregoing, to Buyer by execution the extent any of the Leases constitute Non-Assignable Contracts, and delivery of the applicable landlord requires, in connection with granting a consent to assignment following the Closing, any financial concession (including an instrument of assignment reasonably satisfactory to Buyer within three fee (3) business days following receipt whether or not contractual), increase in rent, increase in security deposit, or otherwise), the Sellers shall bear the full amount of such approval financial concession, and the Buyer Sub shall be reimbursed, at its election, from the Sellers or consentthe Escrow Account for the full amount thereof. (e) Non-Assignable Contracts shall be included in the Preliminary Net Asset Amount and in the Net Asset Amount as if such Contracts had been assigned to the Buyer Sub.

Non-Assignable Contracts. To the extent that any Third Party Consents, other than the Material Consents, have not been obtained by Seller as of the Closing for any reason, The Seller shall, during the remaining term of such Contract (the “each Non-Assignable Contracts”Contract (i.e., Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller prior to or as of the Closing, and as are listed in Schedule 5.01), use all commercially available reasonable efforts to (a) obtain the consent of the applicable third party or parties theretorequired thereunder, (b) make the benefit of such Non-Assignable Contracts Contract available to the Buyer so long as the Buyer fully cooperates with the Seller and promptly reimburses the Seller for all payments made by the Seller (with the prior written approval of the Buyer, ) in connection therewith and (c) enforce enforce, at the request of the Buyer and at the sole expense and for the account of the Buyer, any rights right of the Seller arising from such Non-Assignable Contracts Contract against the other party or parties thereto (including the right to elect to or terminate any such Non-Assignable Contract in accordance with the terms thereof). Anything contained herein to the contrary notwithstanding, this Agreement The Seller shall not constitute an agreement to assign any Non-Assignable Contract or any other claim, right, contract, license, lease, commitment, sales order, or purchase order if an attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. Seller will not take any action or suffer any omission that would could limit, restrict or terminate in any material respect the benefits to the Buyer of such Non-Assignable Contracts Contract unless, in good faith and after consultation with and prior written notice to the Buyer, the Seller is (a) ordered orally or in writing to do so by a governmental authority Governmental Authority or body of competent jurisdiction or Seller is (b) otherwise required to do so by Law; provided, however, that if any such order is appealable, the Seller willshall, at the expense Buyer’s sole cost and for the account of Buyerexpense, take such reasonable actions as are requested by the Buyer to file and pursue such appeal and to obtain a stay of such order. Nothing in this Agreement or the Assignment and Assumption Agreement shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Buyer of the Non-Assignable Contracts. With respect to any Non- such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Buyer is obtained following the Closing, the Seller shall transfer such Non-Assignable Contract to the Buyer by execution and delivery of an instrument of assignment conveyance reasonably satisfactory to the Buyer within three five (35) business days Business Days following receipt of such approval or consent. Following the Closing, Buyer shall directly pay, or at the option of Seller, reimburse Seller, in advance, for all payments made by Seller in connection with any Non-Assignable Contracts.