Common use of Nonassignable Assets Clause in Contracts

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its term. Seller shall use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assets.

Nonassignable Assets. (a) Nothing in this Agreement Agreement, nor the consummation of the transactions contemplated hereby hereby, shall be construed as an attempt or agreement to assign or transfer any asset included in the Purchased Receivables, Asset (including any Assumed Contract or Shared Contract, approval, authorization or other right, ) to Purchaser which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by Consent (a third party in the event of an assignment (“Nonassignable AssetsAsset”) ), unless and until such consent Consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its termobtained. Seller shall use commercially reasonable efforts to cooperate with advise Purchaser in endeavoring writing at least five (5) Business Days prior to obtain the Closing (a) of any Material Contract with a Material Customer that in the most recent fiscal year of Seller resulted in, or is required by its terms in the future to result in, the payment or receipt by the Business of more than $100,000 per annum in the aggregate with respect to which a Consent of the counterparty is required for assignment and (b) if, to the Knowledge of any of the individuals listed in Part 1 of Section 1.01(a)(iv) of the Seller Disclosure Schedule, Seller has received written notice by letter, facsimile or email that such consents promptly. In the event consents Material Customer will not agree to the assignment thereof cannot be obtainedof any Material Contract described in clause (a) to Purchaser hereunder at the Closing. To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, such Nonassignable Assets Asset shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8Date, by Seller in trust (or the relevant Subsidiary of Seller) for the benefit and burden of Purchaser and the covenants and obligations thereunder shall be fully performed by Seller in PurchaserPurchaser on Seller’s name (or such Subsidiary’s) behalf and all benefits rights and obligations Liabilities existing thereunder shall be for Purchaser’s account. For the avoidance of doubt, the designation of an Asset as a Nonassignable Asset does not render it an Excluded Asset. (b) To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, Seller and Purchaser shall take take, or cause to be taken, such actions as Purchaser the other party may reasonably request so as that are required to be taken or appropriate in order to provide Purchaser with the benefits and burdens of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and . Seller shall promptly pay over to Purchases Purchaser the net amount (after de minimis reasonable administrative expenses and an adjustment for Taxes placing each party as nearly as possible in the same position as if the Nonassignable Asset had been transferred to Purchaser on the Closing Date), of all money or other consideration payments received by it (or such Subsidiary) in respect of all Nonassignable Assets and Purchaser shall indemnify Seller (or such Subsidiary) for all Losses attributable to Seller’s (or such Subsidiary’s) holding of all Nonassignable Assets. (c) Nothing in this Section 2.09 shall require Seller or any of its Subsidiaries to renew any Nonassignable Asset that is an Assumed Contract or a Shared Contract. In addition, Seller (or the applicable Subsidiary of Seller) shall have the right, any time after the six-month anniversary of the Closing Date, upon no less than 10 Business Days’ advance written notice to Purchaser, to exercise any right to terminate any Nonassignable Asset that is an Assumed Contract or a Shared Contract.

Nonassignable Assets. Nothing Notwithstanding anything to the contrary in this Agreement nor Agreement, to the consummation of extent that any Purchased Asset is not assignable to Buyer without the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contractconsent, approval, authorization waiver, agreement or action of any other rightPerson (other than Seller or its Affiliates), which pursuant to Contract or otherwise (each such asset, a “Nonassignable Asset”), there will be no assignment or attempted assignment by its terms or by Law is nonassignable without Buyer of such Nonassignable Asset at the consent of a third party or is cancelable by a third party Closing under this Agreement in the event absence of such Person’s consent, approval, waiver, agreement or action, unless otherwise agreed by the Parties, and this Agreement will not be deemed to constitute an assignment (“or attempted assignment thereof. In the case of each Nonassignable Assets”) unless Asset, for a period ending six months following the Closing, the Parties will, and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its term. Seller shall will cause their Affiliates to, use their respective commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain the consent, approval, waiver, agreement or action of such consents promptly. In the event consents Person to the assignment thereof canof such Nonassignable Asset to Buyer. If any such consent, approval, waiver, agreement or action is not obtained from such Person prior to the Closing, then the Parties will, to the extent permitted by applicable Law, cooperate with each other to agree to a reasonable arrangement whereby, from and after the Closing, (i) Seller provides or causes to be obtainedprovided to Buyer and for the benefit of Buyer, any rights of Seller or its Affiliates in respect of such Nonassignable Asset and (ii) Buyer pays, performs and discharges all of the liabilities arising from or related to such Nonassignable Asset, and Buyer agrees to indemnify Seller and its Affiliates with respect to any Losses incurred thereby in connection with such liabilities or enforcement of such rights on behalf of Buyer; provided, however, that once such consent, waiver, agreement or action is obtained (if ever), such Nonassignable Assets shall Asset will promptly be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, assigned by Seller in trust for Purchaser and or its Affiliates at no additional cost to Buyer. For so long as Seller is deemed to hold any Purchased Asset pursuant to the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. foregoing sentence, Seller shall take such actions as Purchaser may reasonably request so as not amend, modify or otherwise alter any material terms of any Purchased Asset that is a Nonassignable Asset without Buyer’s prior written consent (not to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money be unreasonably withheld, conditioned or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assetsdelayed).

Nonassignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby Contemplated Transactions shall be construed as an attempt or agreement to assign or transfer any asset included in Transferred Asset to the Purchased Receivables, including any Contract, approval, authorization or other right, Purchaser which by its terms or by any Law is nonassignable not assignable or transferable without the a consent or approval of a any Governmental Authority or other third party or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such consent or approval shall have been obtained or to condition satisfied. (b) The Sellers and the extent any such assignment restriction is removed or expires by its term. Seller Purchaser shall each use commercially reasonable efforts to cooperate with Purchaser in endeavoring obtain as expeditiously as possible any consent or approval that may be required and to obtain such consents promptly. In the event consents satisfy a condition necessary to the assignment thereof cannot or transfer of a Nonassignable Asset to the Purchaser. (c) Unless and until any such consent or approval that may be obtainedrequired is obtained or condition satisfied, and provided payment of the Closing Purchase Price as adjusted pursuant to Section 2.6 herein has been made to Sellers without holdback or reduction for any consent of approval, to the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, the Sellers and the Purchaser will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the Purchaser under which the Purchaser would obtain the rights and benefits to, and assume the corresponding Assumed Liabilities relating to, such Nonassignable Assets Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Sellers would enforce for the benefit of the Purchaser, in respect of such Nonassignable Asset, all rights and benefits of the Sellers against a third party thereto. (d) If and when the applicable consents or approvals, the absence of which caused the deferral of transfer of any Nonassignable Asset pursuant to this Section 2.8, are obtained, the transfer of the applicable Nonassignable Asset to the Purchaser shall automatically and without further action or consideration be held, as of and from the Closing Date until the date this Agreement terminates effected in accordance with Section 7.8, the terms of this Agreement and the applicable Transaction Documents. (e) A Nonassignable Asset shall also have been deemed to be effectively transferred to the Purchaser if it is a Transferred Contract that (i) has been replaced or superseded by Seller in trust for a new Contract between the Purchaser and the covenants counterparty to such Transferred Contract on substantially the same terms and obligations thereunder shall be performed by Seller conditions as such Transferred Contract, (ii) has been assigned in part to the Purchaser as a shared Contract in a manner reasonably acceptable to the Purchaser and the Sellers, or (iii) with respect to Transferred Contracts that the Purchaser cannot assume as a result of the Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as lack of Permits, the Purchaser may reasonably request so as has agreed to provide Purchaser enter into an agreement with the benefits Sellers as a distributor or supplier of the Nonassignable Assets and applicable Business Products (such agreement not to effect collection of money be unreasonably withheld by either the Purchaser or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable AssetsSellers).

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, Asset (including any Contractcontract, approval, authorization permit or other right, which ) that by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (a “Nonassignable AssetsAsset”) ), unless and until such consent shall have been obtained or obtained. With respect to any Nonassignable Asset, the extent any such assignment restriction is removed or expires by applicable Contributor shall (and shall cause its term. Seller shall subsidiaries and affiliates to) use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain all such consents promptly. In To the extent permitted by applicable Law and under the applicable terms binding any Nonassignable Asset, in the event consents to the assignment thereof cannot be obtained (and in any case until any such consent is obtained), such Nonassignable Assets Asset shall be held, as of and from held by the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller applicable Contributor in trust for Purchaser Rattler (or its successors or assigns), and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name Rattler, and all benefits and obligations existing thereunder shall be for PurchaserRattler’s account. Seller Each applicable Contributor shall take or cause to be taken all such actions in such Contributor’s name or otherwise as Purchaser Rattler may reasonably request request, at its own cost, so as to provide Purchaser Rattler with the benefits of the any corresponding Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller such Contributor shall promptly pay over to Purchases Rattler all money or other consideration received by it in respect of all Nonassignable Assets. Each Contributor authorizes Rattler, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Rattler’s expense, to perform all the obligations and receive all the benefits of such Contributor under the Nonassignable Assets and appoints Rattler as its attorney-in-fact to act in its name and on its behalf with respect thereto.

Nonassignable Assets. Nothing (a) Notwithstanding anything in this Agreement to the contrary, to the extent that the transfer or assignment to Buyer of any Transferred Asset is prohibited by any Governmental Rules or would require any authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained, neither this Agreement nor any document delivered pursuant hereto shall constitute a sale, assignment or transfer or an attempted assignment or transfer of such Transferred Asset if the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contractapplicable authorization, approval, authorization consent or other rightwaiver has not been obtained by (or does not remain in full force and effect at) the Closing, which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such third party authorization, approval, consent or waiver is obtained, at which time such Transferred Asset shall have been obtained or be assumed and transferred to Buyer in accordance with the extent terms and conditions hereof. (b) With respect to any such assignment restriction is removed authorizations, approvals, consents or expires by its term. Seller waivers that are required for Transferred Assets, the parties shall use their respective commercially reasonable efforts to efforts, and reasonably cooperate with Purchaser in endeavoring each other, to obtain promptly such authorizations, approvals, consents promptlyor waivers. In the event that any such authorizations, approvals, consents to the assignment thereof canor waivers are not be obtained, such Nonassignable Assets shall be held, as of and from obtained by the Closing Date until Date, the date this Agreement terminates parties shall cooperate with each other in accordance with Section 7.8any mutually agreeable, by Seller in trust for Purchaser reasonable and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as lawful arrangements designed to provide Purchaser with to Buyer the benefits of the Nonassignable use of such Transferred Assets and to effect collection impose upon Buyer the liabilities and obligations of money or other consideration that becomes due and payable under such Transferred Assets as if such Transferred Assets had been conveyed to Buyer at the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable AssetsClosing.

Nonassignable Assets. Nothing in this Agreement nor Agreement, or the consummation of the transactions contemplated hereby hereby, shall be construed as an attempt or agreement to assign or transfer any asset included in the Purchased Receivables, Conveyed Asset (including any Assumed Contract, approval, authorization or other right, ) to Purchaser which by its terms or by Law is nonassignable not assignable without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment or transfer without such consent (“a "Nonassignable Assets”) Asset"), unless and until such consent shall have been obtained obtained. Seller and Purchaser shall each use its reasonable good faith efforts to obtain as expeditiously as possible any such consent to the assignment of a Nonassignable Asset to Purchaser; provided, however that Seller shall not be required to remain secondarily liable or make any payment (except for payments which are then due and owing and other normal out-of-pocket expenses incurred in seeking or requesting such consent) to obtain any such consent with respect to any Nonassignable Asset. Unless and until any such consent is obtained, and subject to the Closing having occurred, to the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, Seller and Purchaser will cooperate to establish an arrangement reasonably satisfactory to Purchaser and Seller, effective as of the Closing, under which Purchaser would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming and agreeing to pay Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto; provided, that, in no event shall Purchaser and Seller be required to enter into any such assignment restriction arrangement with respect to any Nonassignable Asset for which any such consent is removed or expires by its terma Required Consent. Seller shall use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In or the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as applicable Affiliate of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases Purchaser the net amount (after costs and taxes) of all money or other consideration payments received by it in respect of all Nonassignable Assets, and Purchaser shall promptly pay, perform or discharge, when due, any and all obligations and liabilities arising thereunder. Each of Purchaser and Seller shall indemnify and hold harmless the other and, in the case of Purchaser, the Seller Indemnified Parties, and, in the case of Seller, the Purchaser Indemnified Parties, for any and all Losses incurred by it or them in respect of claims arising out of obligations that the respective indemnifying party agreed to perform in connection with the arrangements contemplated by this Section 2.7.

Nonassignable Assets. (a) Nothing in this Agreement Agreement, nor the consummation of the transactions contemplated hereby Transactions, shall be construed as an attempt or agreement to assign or transfer any asset included in the Purchased Receivables, Acquired Asset (including any Contract, approval, authorization or other right, ) to Buyer which by its terms or by Law (i) is nonassignable without the consent of a third party consent, approval, waiver, authorization, notice or is cancelable novation by a third party in Governmental Body or other Person, (ii) is otherwise prohibited by Law or Contract or (iii) with respect to which any attempted assignment or transfer would be ineffective or would materially and adversely affect the event rights of an assignment either the applicable Seller Entity or Buyer or its applicable designee thereunder (each, a “Nonassignable AssetsAsset”) ), unless and until such consent a consent, approval, waiver, authorization, notice or novation reasonably acceptable to Buyer shall have been obtained obtained. Following the Closing, Buyer and Seller shall use their commercially reasonable efforts to obtain, or to cause their respective Affiliates to obtain, the extent consent, approval, waiver, authorization, notice or novation of each such third party to the assignment or transfer of the Nonassignable Assets to Buyer or its designated Affiliate in all cases in which such consent, approval, waiver, authorization, notice or novation is required for the valid and enforceable assignment or transfer thereof to Buyer. (b) Until such consent, approval, waiver, authorization, notice or novation that is necessary for the effective assignment to Buyer of any Nonassignable Asset is obtained, provided that the applicable Seller Entity can do so without breaching the terms of such assignment restriction is removed or expires by its term. Nonassignable Asset, such Seller Entity shall use commercially reasonable efforts to cooperate with Purchaser provide Buyer, in endeavoring all material respects, with, and such Seller Entity shall hold in trust for the exclusive benefit of Buyer or its designated Affiliates, all the economic (taking into account all burdens to obtain Seller and its Affiliates, including Tax costs), operational and other benefits of such consents promptly. In the event consents Nonassignable Asset, to the assignment thereof cannot extent permitted, as if such consent, approval, waiver, authorization, notice or novation, as the case may be, had been obtained. Without limitation of and subject to the foregoing, at Buyer’s request, Seller shall, or shall cause its applicable Affiliate to, (i) cooperate, in all reasonable respects, in any lawful and commercially reasonable arrangement proposed by Buyer under which Buyer and its Affiliates would obtain the economic, operational and other benefits thereunder and assume the related economic, operational and other burdens (including the amount of any related Tax costs imposed on Seller or any of its Affiliates) thereunder; (ii) enforce, for the benefit of Buyer and its Affiliates and as reasonably directed by Buyer, Seller’s or its applicable Affiliate’s rights under such Nonassignable Asset; and (iii) permit Buyer or its designated Affiliates to practice, exercise and enforce any rights arising with respect thereto; in each case, as if such Nonassignable Asset (and the Liabilities related thereto) had been sold, conveyed, assigned and delivered to, and assumed by, Buyer or its applicable designee, including in the name of Seller or its applicable Affiliate party to such Nonassignable Asset or otherwise as Buyer shall specify, including the right to terminate in accordance with the terms thereof; provided, however, that (A) Buyer hereby agrees to promptly reimburse Seller for all related Taxes and reasonable expenses incurred by Seller or any Affiliate of Seller in complying with Buyer’s requests described above, and to indemnify and hold harmless Seller and its Affiliates to the full extent permitted by applicable Law from and against any Liabilities arising from or in connection with Buyer practicing, exercising or enforcing any rights or failing to perform any obligations arising with respect to such Nonassignable Assets or otherwise in connection with carrying out any instruction or direction provided by Buyer or its Affiliates in connection with the activities contemplated in this Section 1.14; and (B) if Seller or such Seller Entity provides Buyer, in all material respects, with, and Seller or such Seller Entity holds in trust for the exclusive benefit of Buyer or its designated Affiliates, all the economic, operational and other benefits of such Nonassignable Asset in accordance with this Section 1.14, Buyer shall assume the related economic burden imposed on Seller or its applicable Affiliate (including the amount of any related Tax costs imposed on Seller or its applicable Affiliate) with respect to such Nonassignable Asset and, from and after the Closing, Buyer shall, as agent or subcontractor for Seller, or its applicable Affiliate pay, perform and discharge fully as and when required the Liabilities of Seller or such Affiliate of Seller with respect to such Nonassignable Asset. Seller or the applicable Affiliate of Seller party to the rights of such Nonassignable Asset will promptly pay to Buyer or its applicable designee all income, proceeds and other monies received by such Seller or Affiliate from third parties to the extent related to Buyer’s or its Affiliates’ intended rights under such Nonassignable Asset as contemplated by this Section 1.14. (c) Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be obtainedrequired to pay compensation to any third party, commence or participate in any Proceeding or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party in connection with Seller’s and its Affiliates’ obligations under this Section 1.14. Without limiting the generality of the foregoing, (i) at any time upon Buyer’s request, Seller agrees to assign any Nonassignable Asset to Buyer for no additional consideration and (ii) once any consent, approval, waiver, authorization or novation referenced in this Section 1.14 is obtained or notice is properly made, Seller or its applicable Affiliate shall assign the applicable Nonassignable Asset to Buyer for no additional consideration and, for the avoidance of doubt, such Nonassignable Assets Asset shall thereafter be heldtreated as an Acquired Asset for all purposes hereunder. (d) To the extent that the right and ability to enforce any confidentiality or use restrictions relating to any Assigned Intellectual Property and other technology to the extent provided for in the Intellectual Property Assignment and License Agreement or any non-solicitation restrictions directly benefiting the Business are not validly transferred to Buyer pursuant to the Intellectual Property Assignment and License Agreement or this Agreement, as of at and from following the Closing Date until Seller and its applicable Affiliates (i) hereby authorize Buyer to enforce such restrictions to protect its rights and interests, including any trade secret rights, with respect to such Assigned Intellectual Property or such other restrictions, (ii) if requested by Buyer, agree to use commercially reasonable efforts to enforce such restrictions as reasonably directed by Buyer, at Buyer’s expense, and (iii) agree to use commercially reasonable efforts to provide such cooperation, assistance and information in connection with any such enforcement as reasonably requested by Buyer, at Buyer’s expense. (e) Notwithstanding anything to the date contrary set forth in this Agreement terminates Section 1.14, to the extent a consent, approval, waiver, authorization, notice or novation acceptable to Buyer shall not have been obtained with respect to any of the Contracts set forth on Schedule 1.14(e) prior to the Closing, Seller shall, or shall cause its applicable Affiliates to, (i) remit any and all payment owed to Seller or such applicable Affiliates pursuant to any such Contract to Buyer or its designated Affiliate within five (5) Business Days of receipt thereof, (ii) not amend or agree to amend any such Contract in accordance with Section 7.8any manner adverse to Seller (or any of its applicable Affiliates) or Buyer and its Affiliates, (iii) if requested by Buyer, use commercially reasonable efforts at Buyer’s expense to enforce, for the benefit of Buyer and its Affiliates and as reasonably directed by Buyer, Seller’s or its applicable Affiliate’s rights under any such Contract and (iv) within three (3) Business Days of receipt, provide to Buyer notice and the contents (including, in the case of written communication, copies) of any written or verbal communication received by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or its applicable Affiliate from any counter-party to any such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable AssetsContract concerning any such Contract.

Nonassignable Assets. Nothing in this Agreement nor In the consummation of the transactions contemplated hereby shall be construed as an attempt event that Seller is unable to sell, assign, transfer or agreement to assign convey any asset included in the Purchased Receivables, Asset (including any ContractContracts, approval, authorization Regulatory Filings or other right, which by its terms or by Law is nonassignable without the Regulatory Approvals) to Buyer due to a failure to obtain a required consent of a third party or is cancelable by Third Party (such asset, a third party in the event of an assignment (“Nonassignable AssetsAsset”) unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its term. Seller shall use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof cannot be obtained), such Nonassignable Assets Asset shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8applicable Closing, by Seller in trust for Purchaser the benefit and burden of Buyer, and the covenants and obligations thereunder shall be fully performed by Seller in PurchaserBuyer on Seller’s name behalf (to the extent such covenants and obligations are Assumed Liabilities) at Buyer’s sole cost, and all rights and benefits (to the extent such rights and obligations benefits are Purchased Assets) existing thereunder shall be for PurchaserBuyer’s account. To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, each of Seller and Buyer shall take or cause to be taken such actions as Purchaser the other Party may reasonably request so as which are required to be taken or appropriate in order to provide Purchaser with Buyer with, and relieve Seller of, the benefits and burdens of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under Asset, including, if appropriate, entry into subcontracts for the Nonassignable Assets, and performance thereof. Seller shall promptly pay over to Purchases Buyer the net amount (after expenses and Taxes) of all money or other consideration payments received by it in respect of all Nonassignable AssetsAssets with respect to periods from and after the applicable Closing. Buyer shall promptly pay over to Seller any payments, and perform and discharge any obligations (including any and all Taxes, but only to the extent not deducted in computing a payment made by Seller pursuant to the preceding sentence), owed by Seller with respect to such Nonassignable Assets during the period when Buyer enjoys the full benefit of such Nonassignable Asset.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its term. Seller shall use commercially reasonable efforts to cooperate with Purchaser Purchasers at their request in endeavoring to obtain such consents promptly. In To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller in trust for Purchaser Purchasers and the covenants and obligations thereunder shall be performed by Seller Purchasers in PurchaserSeller’s name and all benefits and obligations existing thereunder shall be for Purchaser’s accountPurchasers’ accounts. Seller shall take such actions as Purchaser Purchasers may reasonably request so as to provide Purchaser Purchasers with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases Purchasers all money or other consideration received by it in respect of all Nonassignable Assets.

Nonassignable Assets. Nothing in this Agreement Buyer acknowledges that although the Company has not provided to any third party notices of the assignment of the Acquired Assets to Buyer nor obtained from any third party the consummation consents to the transfer of the Acquired Assets listed on Schedule 3.3 and Schedule 3.19 or the permits, licenses, approvals or similar authorizations listed on Schedule 3.15.1 or the Environmental Permits listed on Schedule 3.16.2 (the “Required Notices and Consents”) to transfer to Buyer the contracts, leases, agreements, permits or approvals listed on such schedules, Buyer is closing the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable this Agreement at Closing without the consent Company providing or obtaining the Required Notices and Consents. Each of a third party or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless Company and until such consent the Principal shall have been obtained or to the extent any such assignment restriction is removed or expires by its term. Seller shall take all reasonable actions and use commercially reasonable efforts to cooperate with Purchaser do or cause to be done all such things as shall in endeavoring the reasonable judgment of Buyer be necessary or proper (a) to obtain such consents promptly. In assure that the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of rights and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets Company under such contracts, leases, agreements, permits or approvals shall be preserved for the benefit of Buyer and (b) to effect collection facilitate receipt of money the consideration to be received by the Company in and under every such contract, agreement, permit or other approval, which consideration that becomes due shall be held for the benefit of, and payable shall be delivered to, Buyer. In addition, after the Closing, the Company shall, at the request and under the Nonassignable Assetsdirection of Buyer, take all reasonable actions and Seller use commercially reasonable efforts to provide or obtain the Required Notices and Consents and any other consents or approvals from governmental authorities or third parties required to be obtained in connection with the execution, delivery and performance by the Principal or the Company of this Agreement. The Company shall promptly pay over not be required to Purchases all money indemnify Buyer under Article VII hereof from any Losses arising from the failure to provide or other consideration received by it in respect of all Nonassignable Assetsobtain the Required Notices and Consents prior to Closing.

Nonassignable Assets. Nothing in this Agreement or the Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, Assets which by its their terms or by Law is applicable law are nonassignable without the consent of a third party or is a Governmental Authority or are cancelable by a third party in the event of an assignment without consent (the “Nonassignable Assets”) unless and until such consent shall have been obtained or obtained. When and if any such consents are obtained, to the extent permitted by Applicable Law and the terms of the applicable Nonassignable Asset, the assignment of the Nonassignable Asset subject thereto shall become effective automatically as of the date hereof, without further action on the part of any such assignment restriction is removed or expires by its termparty. Seller shall The parties agree to use their commercially reasonable efforts to cooperate with Purchaser in endeavoring efforts, at the sole cost and expense (including reasonable attorney’s fees) of EQT Gathering, to obtain such on a timely basis the consents promptlyrequired to assign the Nonassignable Assets. In the event consents to the assignment thereof of a Nonassignable Asset cannot be obtained, to the extent permitted by Applicable Law and the terms of the applicable Nonassignable Asset, such Nonassignable Assets Asset shall be held, as of held from and from after the applicable Closing Date until the date this Agreement terminates in accordance with Section 7.8Date, by Seller EQT Gathering in trust for Purchaser EQM Gathering Opco and the covenants and obligations thereunder shall be performed by Seller EQM Gathering Opco in Purchaser’s the name of EQT Gathering and all benefits benefits, obligations and obligations liabilities existing thereunder shall be for PurchaserEQM Gathering Opco’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assets.

Nonassignable Assets. Nothing in this Agreement or the Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, Assets which by its their terms or by Law is applicable law are nonassignable without the consent of a third party or is a Governmental Authority or are cancelable by a third party in the event of an assignment without consent (the “Nonassignable Assets”) unless and until such consent shall have been obtained or obtained. When and if any such consents are obtained, to the extent permitted by Applicable Law and the terms of the applicable Nonassignable Asset, the assignment of the Nonassignable Asset subject thereto shall become effective automatically as of the date hereof, without further action on the part of any such assignment restriction is removed or expires by its termparty. Seller shall The parties agree to use their commercially reasonable efforts to cooperate with Purchaser in endeavoring efforts, at the sole cost and expense (including reasonable attorney’s fees) of EQT Gathering, to obtain such on a timely basis the consents promptlyrequired to assign the Nonassignable Assets. In the event consents to the assignment thereof of a Nonassignable Asset cannot be obtained, to the extent permitted by Applicable Law and the terms of the applicable Nonassignable Asset, such Nonassignable Assets Asset shall be held, as of held from and from after the Closing Date until the date this Agreement terminates in accordance with Section 7.8Effective Date, by Seller EQT Gathering in trust for Purchaser EQM Gathering Opco and the covenants and obligations thereunder shall be performed by Seller EQM Gathering Opco in Purchaser’s the name of EQT Gathering and all benefits benefits, obligations and obligations liabilities existing thereunder shall be for PurchaserEQM Gathering Opco’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assets.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby Transactions shall be construed as an attempt or agreement to assign any asset included in the Purchased ReceivablesAcquired Asset, including any Assumed Contract, certificate, approval, authorization or other rightright included in the Acquired Assets, which by its terms or by Law is nonassignable not assignable without the consent of a third party or is cancelable by a third party in the event of an assignment Consent (“Nonassignable Assets”) unless and until such consent Consent has been obtained. Seller shall, and shall have been obtained or cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent any such assignment restriction is removed or expires permitted by its term. Seller shall use commercially reasonable efforts to cooperate with Purchaser applicable Law, in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8Date, by Seller or the applicable Affiliate of Seller in trust for Purchaser Buyer and the covenants and obligations thereunder shall be performed by Seller Buyer in PurchaserSeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for PurchaserBuyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Purchaser Buyer may reasonably request so as to provide Purchaser Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Purchases Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Nonassignable Assets. Nothing (a) Notwithstanding anything in this Agreement to the contrary, to the extent that the transfer or assignment to Buyer of any Transferred Asset is prohibited by any Governmental Rules or would require any authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained, neither this Agreement nor any document delivered pursuant hereto shall constitute a sale, assignment or transfer or an attempted assignment or transfer of such Transferred Asset if the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contractapplicable authorization, approval, authorization consent or other rightwaiver has not been obtained by (or does not remain in full force and effect at) the Closing, which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such third party authorization, approval, consent or waiver is obtained, at which time such Transferred Asset shall have been obtained or be assumed and transferred to Buyer in accordance with the extent terms and conditions hereof. (b) With respect to any such assignment restriction is removed authorizations, approvals, consents, or expires by its term. Seller waivers that are required for Transferred Assets, the parties shall use their respective commercially reasonable efforts to efforts, and reasonably cooperate with Purchaser in endeavoring each other, to obtain promptly such authorizations, approvals, consents promptlyor waivers. In the event that any such authorizations, approvals, consents to the assignment thereof canor waivers are not be obtained, such Nonassignable Assets shall be held, as of and from obtained by the Closing Date until Date, the date this Agreement terminates parties shall cooperate with each other in accordance with Section 7.8any mutually agreeable, by Seller in trust for Purchaser reasonable and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as lawful arrangements designed to provide Purchaser with to Buyer the benefits of the Nonassignable use of such Transferred Assets and to effect collection impose upon Buyer the liabilities and obligations of money or other consideration that becomes due and payable under such Transferred Assets as if such Transferred Assets had been conveyed to Buyer at the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable AssetsClosing.

Nonassignable Assets. (a) Nothing in this Agreement nor Agreement, or the consummation of the transactions contemplated hereby hereby, shall be construed as an attempt or agreement to assign or transfer any asset included in the Purchased Receivables, Conveyed Asset (including any Assumed Contract, approval, authorization or other right, ) to Purchaser which by its terms or by Law is nonassignable not assignable without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment or transfer without such consent (“a "Nonassignable Assets”) Asset"), unless and until such consent shall have been obtained obtained. Seller and Purchaser shall each use its reasonable good faith efforts to obtain as expeditiously as possible any such consent to the assignment of a Nonassignable Asset to Purchaser; provided, however that Seller shall not be required to make any payment (except for payments which are then due and owing and other normal out-of-pocket expenses incurred in seeking or requesting such consent) to obtain any such consent with respect to any Nonassignable Asset. Unless and until any such consent is obtained, and subject to the Closing having occurred, to the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, Seller and Purchaser will cooperate to establish an arrangement reasonably satisfactory to Purchaser and Seller, effective as of the Closing, under which Purchaser would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming and agreeing to pay Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto, in each case with respect to that period from and after the Closing; provided, that, in no event shall Purchaser and Seller be required to enter into any such assignment restriction arrangement with respect to any Nonassignable Asset for which any such consent is removed or expires by its terma Required Consent. Seller shall use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In or the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as applicable Affiliate of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases Purchaser the net amount (after costs and taxes) of all money or other consideration payments received by it in respect of all Nonassignable Assets, and Purchaser shall promptly pay, perform or discharge, when due, any and all obligations and liabilities arising thereunder. Each of Purchaser and Seller shall indemnify and hold harmless the other and, in the case of Purchaser, the Seller Indemnified Parties, and, in the case of Seller, the Purchaser Indemnified Parties, for any and all Losses incurred by it or them in respect of claims arising out of obligations that the respective indemnifying party agreed to perform in connection with the arrangements contemplated by this Section 2.7. (b) Notwithstanding anything herein to the contrary, in connection with obtaining the consent to assignment of the Indefeasible Right to Use Agreement by and between Metropolitan Fiber Systems of New Jersey, Inc. ("MFS-NJ") and RCN of New Jersey, Inc. ("RCN-NJ"), dated March 26, 1999, the Sublease by and between MFS-NJ and RCN-NJ, dated March 26, 1999, and the Guaranty by and between RCN Cable Systems, Inc. (now, RCN Telecom Services, Inc.) and MFS-NJ, dated March 26, 1999 (collectively, the "IRU Agreement"), Purchaser and Seller agree to use their best commercial efforts to cause the IRU Agreement to be amended and to enter into any other agreement as may reasonably be required, to provide Seller with the benefits (and obligations) thereof with respect to all geographic areas covered thereby, other than the Territory.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable (after giving effect to Sections 9-406 through 9-409 of the UCC) without the consent of a third party or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its term; provided that in no event shall the right to receive Royalty Payments in respect of the Purchased Receivables be excluded. The Seller Parties shall use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from held by the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by applicable Seller Party in trust for Purchaser and the covenants and obligations thereunder shall be performed by such Seller Party in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Seller Parties shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Seller Parties shall promptly pay over to Purchases Purchaser all money or other consideration received by it in respect of all Nonassignable Assets.

Nonassignable Assets. Nothing in this Agreement nor Agreement, the Bill of Sale or the Contract Assignments or the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign or transfer any asset included in the Purchased Receivables, Asset (including any Contract, approval, authorization Assigned Contract or other right, Permit) to Buyer which by its terms or by Law is nonassignable not assignable or transferable without the a consent of a third party or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such consent shall have been obtained (including by virtue of the effect of the Approval Order rendering certain consents to be unnecessary) or to the extent any such assignment restriction is removed or expires by its termLaw satisfied. Seller and Buyer shall use diligent and commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In the event consents any consent that may be required and satisfy any Law necessary to the assignment thereof cannot be obtainedor transfer of a Nonassignable Asset to Buyer, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take all such commercially reasonable actions as Purchaser may reasonably request so as be necessary to provide Purchaser with effect the benefits assignment or transfer of the Nonassignable Assets Asset (provided, for the avoidance of doubt, Seller shall not be required to make such or similar efforts with respect to the transfer of any customer lists that may be included among the Purchased Assets). Unless and until any such consent that may be required is obtained or Law satisfied, Seller shall establish an arrangement reasonably satisfactory to effect collection Buyer under which Buyer would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations under such Nonassignable Asset (including by means of money any subcontracting, sublicensing or other consideration that becomes due subleasing arrangement) or under which Seller would enforce for the benefit of Buyer, with Buyer assuming and payable under the Nonassignable Assetsagreeing to pay Seller’s obligations and reasonable expenses, any and all claims, rights and benefits of Seller against a third party thereto. Seller shall promptly pay over to Purchases Buyer all money or other consideration payments received by it in respect of all Nonassignable Assets.by

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its term. Seller shall use its commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, held by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assets.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby Transactions shall be construed as an attempt or agreement to assign any asset included in the Purchased ReceivablesAcquired Asset, including any Assumed Contract, Assumed Office Lease or other certificate, approval, authorization or other rightright included in the Acquired Assets, which by its terms or by Law is nonassignable not assignable without the consent (Acquired Assets that cannot be assigned due to lack of a third party or is cancelable by a third party in the event of an assignment (consent, “Nonassignable Assets”) unless and until such consent has been obtained. Sellers shall, and shall have been obtained or to the extent any such assignment restriction is removed or expires by cause their Affiliates to, use its term. Seller shall use commercially reasonable efforts to cooperate with Purchaser obtain at the earliest practical date all consents required to consummate the Transactions. To the extent permitted by Law, in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8Date, by any Seller or the applicable Affiliate of Sellers in trust for Purchaser Buyer and the covenants and obligations thereunder shall be performed by Seller Buyer in Purchasersuch Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for PurchaserBuyer’s account. Each Seller or the applicable Affiliate of Sellers shall take or cause to be taken such actions in its name or otherwise as Purchaser Buyer may reasonably request so as to provide Purchaser Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and each Seller or the applicable Affiliate of Sellers shall promptly pay over to Purchases Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, each Seller, on behalf of itself and its Affiliates, authorizes Buyer, to the extent permitted by Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of such Seller or its Affiliates under the Nonassignable Assets.

Nonassignable Assets. Nothing in this Agreement nor To the consummation extent that any Purchased Asset is not capable of the transactions contemplated hereby shall be construed as an attempt or agreement being assigned to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable Buyer without the consent consent, approval or waiver of a third party Person, or is cancelable by if such assignment or attempted assignment would constitute a third party in the event of an assignment breach thereof or default thereunder (“each a "Nonassignable Assets”) unless and until such consent shall have been obtained Asset"), or to the extent that the assignment of any such contract is not practicable because it also relates to an area of Seller's business other than the Operations (each a "Nonexclusive Asset"), nothing in this Agreement will constitute an assignment restriction is removed or expires by require the assignment thereof except to the extent provided in this Section 2.7. Notwithstanding anything contained in this Agreement to the contrary, Seller will not be obligated to assign to Buyer any of its term. rights and obligations in and to any of the Nonassignable Assets without first having obtained all consents, approvals and waivers necessary for such assignment; provided, however, that Seller shall use commercially its reasonable efforts (which will not under any circumstances include the payment of money or litigation of claims) to obtain all such consents, approvals and waivers prior to the Closing and, if the Closing occurs, will use reasonable efforts after the Closing Date to obtain all such consents, approvals and waivers. Buyer will cooperate with Purchaser Seller in endeavoring Seller's efforts to obtain all required consents, approvals and waivers. If any such consents promptly. In the event consents to the assignment thereof canconsent shall not be obtained, such Nonassignable Assets Seller and Buyer shall be heldcooperate to enter into a reasonable and mutually agreeable resolution (including, as of and from but not limited to equitably adjusting the Closing Date until Purchase Price). As to the date this Agreement terminates in accordance with Section 7.8Nonexclusive Assets, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with use reasonable efforts (which will not under any circumstances include the benefits of the Nonassignable Assets and to effect collection payment of money or other consideration litigation of claims) to effect an assignment of rights with respect to the parts of such Nonexclusive Asset that becomes due and payable under relate exclusively to the Nonassignable AssetsOperations (if practicable) or, and Seller shall promptly pay over alternatively, to Purchases all money or other consideration received by it in enter into new agreements with respect to the parts of all Nonassignable Assetseach Nonexclusive Asset that relate exclusively to the Operations.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased ReceivablesAsset, including any Contract, approval, authorization Contract or other rightPermit, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its termobtained. Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to cooperate with Purchaser at its request for a one year period in endeavoring to obtain such consents promptlypromptly (at Seller’s expense), provided that Seller shall not be responsible for the payment of any fees not required by the terms of a Nonassignable Asset in connection with its assignment. In To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Purchaser shall cooperate in any lawful and commercially reasonable arrangement, as Seller and Purchaser shall agree, under which Purchaser would, to the extent practicable, obtain the economic claims, rights and benefits under such Nonassignable Assets shall be held, as of Asset and from assume the Closing Date until the date this Agreement terminates economic burdens and obligations with respect thereto in accordance with Section 7.8this Agreement, including by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in subcontracting, sublicensing or subleasing to Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases Purchaser all money or other consideration received by it in respect of all Nonassignable Assets, and Purchaser shall indemnify and promptly pay Seller for all Assumed Liabilities associated with such Nonassignable Asset. As of and from the Closing Date, Seller authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of Seller under the Nonassignable Assets and appoints Purchaser its attorney in fact to act in its name on its behalf with respect thereto.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby Transactions shall be construed as an attempt or agreement to assign any asset included in the Purchased ReceivablesAcquired Asset, including any Assumed Contract, certificate, approval, authorization or other rightright included in the Acquired Assets, which by its terms or by Law is nonassignable not assignable without the consent of a third party or is cancelable by a third party in the event of an assignment Consent (“Nonassignable Assets”) unless and until such consent shall have Consent has been obtained or to the extent any such assignment restriction is removed or expires by its termobtained. Seller shall use its commercially reasonable efforts to cooperate with Purchaser obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8Date, by Seller in trust for Purchaser Buyer and the covenants and obligations thereunder shall be performed by Seller Buyer in PurchaserSeller’s name and all benefits and obligations existing thereunder shall be for PurchaserBuyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Purchaser Buyer may reasonably request so as to provide Purchaser Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, to perform all of the obligations and receive all of the benefits of Seller under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf Seller with respect thereto.

Nonassignable Assets. Nothing in this Agreement Agreement, nor the consummation of the transactions contemplated hereby hereby, shall be construed as an attempt or agreement to assign or transfer any asset included in the Purchased Receivables, Conveyed Asset (including any Assumed Contract, approval, authorization or other right, ) to Purchaser which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable AssetsAsset”) ), unless and until such consent shall have been obtained or to obtained. To the extent any such assignment restriction is removed or expires permitted by its termapplicable Law and by the terms of the applicable * Confidential Treatment Requested. Seller shall use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof cannot be obtainedNonassignable Asset, such Nonassignable Assets Asset shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8Closing, by Seller in trust or Seller Sub for the benefit and burden of Purchaser and the covenants and obligations thereunder shall be fully performed by Purchaser on Seller’s or Seller in PurchaserSub’s name behalf (to the extent such covenants and obligations are Assumed Liabilities) and all benefits and obligations rights (to the extent such rights are Conveyed Assets) existing thereunder shall be for Purchaser’s account. To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, Seller or Seller Sub shall take or cause to be taken, at Purchaser’s expense, such actions as Purchaser may reasonably request so as which are required to be taken or appropriate in order to provide Purchaser with the benefits and burdens of the Nonassignable Assets and to effect collection of money Asset. Seller or other consideration that becomes due and payable under the Nonassignable Assets, and Seller Sub shall promptly pay over to Purchases Purchaser the net amount (after expenses and taxes) of all money or other consideration payments received by it in respect of all Nonassignable Assets.

Nonassignable Assets. Nothing (a) To the extent that any rights under the Assigned Contracts and Intellectual Property cannot be transferred without the consent, approval or waiver of a third person or entity and such transfer or attempted transfer would constitute a breach of such Assigned Contract or any agreement or understanding relating to the Intellectual Property or a violation of any law, nothing in this Agreement nor will constitute a transfer or an attempted transfer thereof; PROVIDED, HOWEVER, that the consummation Company will use its reasonable efforts before and for a reasonable time after Closing, and Purchaser will cooperate with the Company, to obtain such consents, approvals and waivers, and to obtain any other consents, approvals and waivers necessary to transfer to Purchaser all of such Assigned Contracts and Intellectual Property; PROVIDED FURTHER, HOWEVER, that the transactions contemplated hereby shall Company will not be construed as an attempt or agreement obligated to assign pay any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by a third party in the event of an assignment consideration therefor (“Nonassignable Assets”) unless and until such consent shall have been obtained or except to the extent amounts are expended by the Company's employees and/or agents in the use of its reasonable efforts) or to incur any such assignment restriction is removed additional liability or expires by its term. Seller shall use commercially reasonable efforts to cooperate with Purchaser obligation in endeavoring to obtain such consents promptly. In the event consents connection therewith (except to the assignment thereof canextent amounts are expended by the Company's employees and/or agents in the use of its reasonable efforts) or remain secondarily liable thereon. (b) If the consents, approvals and waivers referred to in Section 2.12(a) are not be obtainedobtained prior to the Closing, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates Company will cooperate in accordance with Section 7.8, any reasonable arrangement requested by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with all of the benefits under such Assigned Contracts and Intellectual Property as if such Assigned Contracts and Intellectual Property had been assigned to Purchaser, including enforcement for the benefit of Purchaser of any and all rights of the Nonassignable Assets and to effect collection of money or Company against any other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assetsparty thereto.

Nonassignable Assets. Nothing in this Agreement or the Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, Jupiter Assets which by its their terms or by Law is applicable law are nonassignable without the consent of a third party or is a Governmental Authority or are cancelable by a third party in the event of an assignment without consent (the “Nonassignable Assets”) unless and until such consent shall have been obtained or obtained. When and if such consents are obtained, to the extent permitted by Applicable Law and the terms of the applicable Nonassignable Asset, the assignment of the Nonassignable Asset subject thereto shall become effective automatically as of the date hereof, without further action on the part of any such assignment restriction is removed or expires by its termparty. Seller shall The parties agree to use their commercially reasonable efforts to cooperate with Purchaser in endeavoring efforts, at the sole cost and expense (including reasonable attorney’s fees) of EQT Gathering, to obtain such on a timely basis the consents promptlyrequired to assign the Nonassignable Assets. In the event consents to the assignment thereof of a Nonassignable Asset cannot be obtained, to the extent permitted by Applicable Law and the terms of the applicable Nonassignable Asset, such Nonassignable Assets Asset shall be held, as of held from and from after the Closing Date until the date this Agreement terminates in accordance with Section 7.8Date, by Seller EQT Gathering in trust for Purchaser EQM Gathering Opco and the covenants and obligations thereunder shall be performed by Seller EQM Gathering Opco in Purchaser’s the name of EQT Gathering and all benefits benefits, obligations and obligations liabilities existing thereunder shall be for PurchaserEQM Gathering Opco’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assets.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby Seller shall be construed as an attempt or agreement use its commercially reasonable efforts to obtain all consents and approvals necessary to assign to Purchaser any asset included in Purchased Asset. To the extent that the assignment hereunder by Seller to Purchaser of any such Purchased Receivables, including any Contract, approval, authorization Asset is not permitted or other right, which by its terms or by Law is nonassignable not permitted without the consent of a third party or is cancelable by a third party in the event of another Person, this Agreement shall not be deemed to constitute an assignment (“Nonassignable Assets”) unless and until of any such Purchased Asset if such consent is not given or obtained, and Purchaser shall have been assume no Liabilities thereunder. Without in any way limiting Seller’s obligations to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Purchased Assets to the Purchaser hereunder, if any such consent is not obtained or to the extent any if such assignment restriction is removed or expires by its term. not permitted irrespective of consent and the Closing hereunder is consummated, after the Closing, Seller shall continue to use its commercially reasonable efforts to obtain such consents and shall cooperate with Purchaser in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as any reasonable arrangement designed to provide Purchaser with the rights and benefits of any and all such Purchased Assets which are not so assigned by Seller to Purchaser at the Nonassignable Closing, provided that Purchaser performs all obligation and is otherwise responsible for all Liabilities related to any such Purchased Assets after the Closing, which obligations and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller Liabilities shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assetsbe deemed Assumed Liabilities.

Nonassignable Assets. Nothing in this Agreement nor To the consummation of the transactions contemplated hereby shall be construed as extent an attempt or agreement to assign any asset included in the Purchased ReceivablesAsset cannot, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable applicable Law, be assigned, transferred or conveyed without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) and such consent has not been obtained prior to Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery thereof unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by obtained. Company, at its term. Seller expense, shall use its commercially reasonable efforts to cooperate with Purchaser following the Closing Date in endeavoring to obtain such consents promptly. In To the extent permitted by applicable Law and the terms of the Nonassignable Assets, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8Date, by Seller Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller Purchaser in PurchaserCompany’s name name, Purchaser shall bear all expenses related thereto, and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller Company shall take or cause to be taken at Purchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as in writing to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller . Company shall promptly pay over to Purchases Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, Company authorizes Purchaser, to the extent permitted.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, Asset which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“‘‘Nonassignable Assets”’’) unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its termobtained. Purchaser and Seller shall use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Purchaser shall cooperate in a mutually agreeable arrangement under which (i) Purchaser would obtain the benefits and assume the obligations under such Nonassignable Assets shall in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Purchaser or a designee of Purchaser, or (ii) such Nonassignable Assets would be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8Date, by Seller in trust for Purchaser and the covenants and obligations thereunder shall would be performed by Seller Purchaser in Purchaser’s Seller's name and all benefits and obligations existing thereunder shall would be for Purchaser’s 's account. Seller shall also take or cause to be taken at Purchaser's expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases Purchaser all money or other consideration received by it in respect of to all Nonassignable Assets. Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Nonassignable Asset is obtained, such Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement.