Common use of Non-Assignable Sold Contracts Clause in Contracts

Non-Assignable Sold Contracts. Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.05, to the extent that the sale, assignment or transfer, or attempted sale, assignment or transfer to a Buyer of any Sold Contract (other than a Sold Contract listed Schedule 4.02(o)) that would require the consent, authorization, approval or waiver of any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, then this Agreement will not constitute a sale, assignment or transfer, or an attempted sale, assignment or transfer of such Sold Contract. To the extent that any such Sold Contract cannot be transferred to a Buyer following the Closing, Buyers and Sellers will use commercially reasonable efforts to enter into arrangements (such as subleasing, sublicensing or subcontracting) to provide to the Parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Sold Contract to Buyers as of the Closing. Following the Closing, Sellers and Buyers will use commercially reasonable efforts and cooperate with each other to obtain any such required consent, authorization, approval or waiver, except that neither of the Sellers nor Buyers will be required to pay any consideration to obtain any of the foregoing. Once such consent, authorization, approval or waiver is obtained, the applicable Seller will sell, assign and transfer to Buyers the relevant Sold Contracts to which such consent, authorization, approval or waiver relates for no additional consideration.

Non-Assignable Sold Contracts. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.05, to the extent that the sale, assignment or transfer, or attempted sale, assignment or transfer to a Buyer of any Sold Contract (other than or Permit would result in a Sold Contract listed Schedule 4.02(o)) that violation of applicable Law, or would require the consent, authorization, approval or waiver of any a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, then this Agreement will not constitute a sale, assignment or transfer, or an attempted sale, assignment or transfer of such Sold ContractContract or Permit. Following the Closing, Sellers will use their reasonable best efforts, and Buyer will cooperate with Sellers to obtain any such required consent, authorization, approval or waiver; except that neither of the Sellers nor Buyer will be required to pay any consideration to obtain any of the foregoing. Once such consent, authorization, approval or waiver is obtained, the applicable Seller will sell, assign and transfer to Buyer the relevant Sold Contract or Permit to which such consent, authorization, approval or waiver relates for no additional consideration. (b) To the extent that any such Sold Contract cannot be transferred to a Buyer following the ClosingClosing pursuant to Law or this Section 2.05, Buyers Buyer and Sellers will shall use commercially reasonable best efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the Parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Sold Contract to Buyers Buyer as of the Closing. Following To the extent such economic and operational equivalent is provided to Buyer and to the extent permitted under applicable Law, Buyer shall, as agent or subcontractor for Sellers, pay, perform and discharge fully the Liabilities of Sellers thereunder from and after the Closing Date to the extent related to such Sold Contract (but only to the extent such Liabilities would be Assumed Liabilities if such Sold Contract had been transferred to Buyer at the Closing) in connection with the arrangements under this Section 2.05(b). To the extent permitted under applicable Law, Sellers shall, without further consideration therefore, hold in trust for and Buyers will use commercially reasonable pay to Buyer promptly upon receipt thereof, such Sold Contract and all income, proceeds and other monies received by Sellers to the extent related to such Sold Contract in connection with the arrangements under this Section 2.05(b). If, following the Closing and after failed efforts and cooperate with each other to obtain secure valid assignment of any such required consentSold Contract, authorizationBuyer determines that such Sold Contract should be terminated under its terms rather than continued, approval or waiver, except that neither of the Sellers nor Buyers will be required to pay any consideration to obtain any of the foregoing. Once such consent, authorization, approval or waiver is obtained, then the applicable Seller will sellshall use its reasonable best efforts to terminate such Sold Contract in the manner directed by Buyer, assign and transfer any Liability arising under or related to Buyers the relevant such Sold Contracts to which such consent, authorization, approval Contract shall be an Excluded Liability. (c) The provisions of this Section 2.05 shall in no way excuse Sellers from responsibility for breach of any of its representations and warranties or waiver relates for no additional considerationcovenants hereunder.