Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. To the extent that required third party consents relating to Change of Control Contracts that primarily relate to the Business which are not entered into by any of the Companies (such Change of Control Contracts being the “Asset Transfer Contracts”) have not been obtained as of the Closing, the Seller and its applicable Associated Companies shall, during the remaining term of such Asset Transfer Contracts, use reasonable best efforts to (a) obtain the consent of the applicable third party, (b) make the benefit of such contracts available to the Purchaser so long as the Purchaser (i) cooperates with the Seller and its applicable Associated Companies in connection therewith and (ii) satisfies the obligations under such contracts associated with such benefits, and (c) enforce at the request of the Purchaser and at the expense and for the account of the Purchaser, any rights of the Seller or its applicable Associated Companies arising from such Asset Transfer Contracts against the other party or parties thereto (including the right to elect to terminate any such contracts in accordance with the terms thereof). Prior to obtaining the applicable third party consent to an Asset Transfer Contract, such Asset Transfer Contract shall be retained by the Seller or its applicable Associated Company. The Seller and its applicable Associated Companies shall use reasonable best efforts to avoid taking any action or suffering any omission which would limit or restrict or terminate in any material respect the benefits to the Purchaser of such retained Asset Transfer Contracts. With respect to any such retained Asset Transfer Contracts as to which the necessary consent for the assignment to the Purchaser is obtained following the Closing, the Seller or its applicable Associated Company shall promptly transfer such retained Asset Transfer Contracts to the Purchaser by an instrument of conveyance reasonably satisfactory to the Purchaser.

Non-Assignable Contracts. This Agreement and any document delivered under this Agreement shall not constitute an assignment or an attempted assignment of any Contract, Equipment Lease or Licence contemplated to be assigned to the Asset Acquiror under this Agreement: (a) which is not assignable without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach of such contract or agreement; or (b) in respect of which the remedies for the enforcement of such contract or agreement available to the Seller would not pass to the Asset Acquiror. The Seller shall use its best efforts to obtain the consents of third parties as may be necessary for the assignment of the Contracts, the Equipment Leases and the Licenses except that the Seller shall not be obliged to make any payments to those third parties in addition to those required to be made under those contracts or agreements in order to obtain such consents, unless the Asset Acquiror agrees in writing to reimburse the Seller for such payments at the time that they are made. To the extent that required third party consents relating to Change of Control Contracts that primarily relate to the Business which are not entered into by any of the Companies (such Change of Control Contracts being the “Asset Transfer Contracts”) have foregoing items are not been assignable by their terms or where consents to their assignment cannot be obtained as provided in this Section 2.5, such items shall be held by the Seller in trust for the Asset Acquiror and the covenants and obligations under those contracts or agreements shall be performed by the Asset Acquiror in the name of the Closing, the Seller and its applicable Associated Companies shall, during the remaining term of such Asset Transfer Contracts, use reasonable best efforts to (a) obtain the consent of the applicable third party, (b) make the benefit of such contracts available to the Purchaser so long as the Purchaser (i) cooperates with the Seller all benefits and its applicable Associated Companies in connection therewith and (ii) satisfies the obligations under such contracts associated with such benefits, and (c) enforce at the request of the Purchaser and at the expense and for the account of the Purchaser, any rights of the Seller or its applicable Associated Companies arising from such Asset Transfer Contracts against the other party or parties thereto (including the right to elect to terminate any such contracts in accordance with the terms thereof). Prior to obtaining the applicable third party consent to an Asset Transfer Contract, such Asset Transfer Contract shall be retained by the Seller or its applicable Associated Company. The Seller and its applicable Associated Companies shall use reasonable best efforts to avoid taking any action or suffering any omission which would limit or restrict or terminate in any material respect the benefits to the Purchaser of such retained Asset Transfer Contracts. With respect to any such retained Asset Transfer Contracts as to which the necessary consent for the assignment to the Purchaser is obtained following the Closing, the Seller or its applicable Associated Company shall promptly transfer such retained Asset Transfer Contracts to the Purchaser by an instrument of conveyance reasonably satisfactory to the Purchaser.obligations

Non-Assignable Contracts. To Notwithstanding anything contained herein to the extent that required contrary, this Agreement shall not constitute an agreement to assign any Assumed Contract if any attempted assignment thereof without the consent of a third party consents relating thereto would constitute a breach thereof or adversely affect the rights of Buyer and Seller thereunder or if, by its nature, such contract cannot be assigned. With respect to Change of Control Contracts each Assumed Contract that primarily relate is a CPD Customer Contract, the parties agree that Buyer and Seller shall send to the Business which are not entered into by any Dealer party a joint notice advising the Dealer of the Companies assignment of the CPD Customer Contracts and instructing such Dealer to make all future payments due or to become due after the Closing according to instructions provided by Buyer. With respect to the Assumed Contracts identified on Schedule 2.5 hereto, Seller shall use commercially reasonable efforts to obtain as soon as practicable following the date of this Agreement any written consents necessary to effect such assignment or transfer (and, promptly following Seller’s receipt of any such Change consent, Seller shall promptly assign such Assumed Contracts to Buyer). Buyer shall cooperate with Seller, at no additional cost to Buyer, in such manner as may be reasonably requested in connection with Seller’s efforts to obtain such consent. With respect to each Assumed Contract for which Seller has not obtained consent to assignment as of Control Contracts being the “Asset Transfer Contracts”) have not been obtained as effective time of the Closing, and until such consent to assignment or transfer has been obtained, Seller shall enter into any lawful arrangement to provide to Buyer the Seller and its applicable Associated Companies shall, during the remaining term of such Asset Transfer Contracts, use reasonable best efforts to (a) obtain the consent of the applicable third party, (b) make the benefit of such contracts available to the Purchaser so long as the Purchaser (i) cooperates with the Seller and its applicable Associated Companies in connection therewith and (ii) satisfies the obligations benefits under such contracts associated with Assumed Contract as if such benefits, and (c) enforce at the request of the Purchaser and at the expense and for the account of the Purchaser, any rights of the Seller or its applicable Associated Companies arising from such Asset Transfer Contracts against the other party or parties thereto (including the right to elect to terminate any such contracts in accordance with the terms thereof). Prior to obtaining the applicable third party consent to an Asset Transfer Contract, such Asset Transfer Contract shall be retained by the Seller or its applicable Associated Company. The Seller and its applicable Associated Companies shall use reasonable best efforts to avoid taking any action or suffering any omission which would limit or restrict or terminate in any material respect the benefits to the Purchaser of such retained Asset Transfer Contracts. With respect to any such retained Asset Transfer Contracts as to which the necessary consent for the assignment to the Purchaser is obtained following the Closing, the Seller or its applicable Associated Company shall promptly transfer such retained Asset Transfer Contracts to the Purchaser by an instrument of conveyance reasonably satisfactory to the Purchaserhad been obtained.

Non-Assignable Contracts. To the extent that required third party consents relating to Change of Control Contracts that primarily relate Notwithstanding anything in this Agreement to the Business which are contrary, this Agreement shall not entered into by constitute an agreement to assign any of the Companies (such Change of Control Assigned Contracts being the “Asset Transfer Contracts”) have not been obtained as of the Closingor Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, the Seller and its applicable Associated Companies shall, during the remaining term of such Asset Transfer Contracts, use reasonable best efforts to (a) obtain without the consent of a third party thereto, would constitute a default thereunder or in any way adversely affect the applicable third partyrights of the Purchaser thereunder or thereto. Without in any way limiting the Company’s obligation to obtain the consents required as a condition to Closing as provided in this Agreement for the sale, (b) make transfer, assignment and delivery of the benefit of such contracts available Assigned Contracts and other Purchased Assets to the Purchaser so long as hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, following the Closing Date, the Company shall use commercially reasonable efforts to obtain such consent and shall cooperate with the Purchaser in any reasonable arrangement designed to provide the Purchaser with the rights and benefit (subject to the obligations and liabilities) under any such Assumed Contract or other Purchased Asset; provided that the Purchaser shall indemnify and hold harmless the Company and its Affiliates from any and all Liabilities arising from or based on the Company’s actions taken pursuant to the arrangements expressly requested or expressly directed by the Purchaser (i) cooperates with the Seller and its applicable Associated Companies in connection therewith and (ii) satisfies the obligations under or such contracts associated with such benefits, and (c) enforce at the request of the Purchaser and at the expense and for the account of non-action as expressly requested or expressly directed by the Purchaser, any rights of as the Seller or its applicable Associated Companies arising from such Asset Transfer Contracts against the other party or parties thereto (including the right case may be) pursuant to elect to terminate any such contracts in accordance with the terms thereof). Prior to obtaining the applicable third party consent to an Asset Transfer Contract, such Asset Transfer Contract shall be retained by the Seller or its applicable Associated Company. The Seller and its applicable Associated Companies shall use reasonable best efforts to avoid taking any action or suffering any omission which would limit or restrict or terminate in any material respect the benefits to the Purchaser of such retained Asset Transfer Contracts. With respect to any such retained Asset Transfer Contracts as to which the necessary consent for the assignment to the Purchaser is obtained following the Closing, the Seller or its applicable Associated Company shall promptly transfer such retained Asset Transfer Contracts to the Purchaser by an instrument of conveyance reasonably satisfactory to the Purchaserthis Section 7.07.