Assets Not Assignable. To the extent that any interest in the --------------------- Purchased Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of a third Person, or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of any of the Real Property Leases or other Purchased Assets, or a violation of any Law, or is not immediately practicable, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest (any such interest being referred to herein as a "Restricted Interest"). Anything in this Agreement to the contrary notwithstanding, the Triton Entities shall not be obligated to transfer to Purchaser any Restricted Interest without the required consent, waiver or authorization necessary for such transfer first having been obtained pursuant to Section 6.4(b); provided, -------------- however, that any Restricted Interest shall be transferred promptly (but in any event within five (5) Business Days) after receipt of such required consent, waiver or authorization.
Assets Not Assignable. (a) To the extent that any interest in any of the Purchased Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of a third person (including a governmental, regulatory or administrative authority), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of the terms of the agreement governing any Purchased Asset, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest (such interests being hereinafter collectively referred to as "Restricted Interests"). The entire beneficial interest in any Purchased Assets subject to a restriction as described above, and any other interest in such Purchased Assets which are transferable notwithstanding such restriction, shall be transferred from the Seller to the Buyer as provided in this Section 1.5.
Assets Not Assignable. (a) To the extent that any interest in any of the Purchased Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of any Person and that consent, waiver or authorization is not obtained, or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of any Contract or other Purchased Asset, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable, notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest (such interests being hereinafter collectively referred to as "Restricted Interests"). The entire beneficial interest in any Purchased Assets subject to a restriction as described above, and any other interest in such Purchased Assets, which are transferable notwithstanding such restriction, shall be transferred from the Seller to the Buyer as provided in this Section 1.5.
Assets Not Assignable. (a) If any interest in any of the Purchased Assets is not capable of being assigned without the consent of a third person or if such assignment would constitute a breach under any agreement related to any Purchased Asset, or a violation of any law or is not immediately practicable, this Agreement shall not constitute an assignment of such interest ("Restricted Interests"). To the extent not a violation of the agreement related to a Restricted Interest, the entire beneficial interest in any Purchased Assets subject to a restriction as described above, and any other interests in such Purchased Assets which are transferable notwithstanding such restriction, shall be transferred (net of expenses incurred by Seller in connection with a Restricted Interest) from Seller to Buyer as provided in this Section 1.5.
Assets Not Assignable. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign any asset or any claim or right or any benefit arising under or resulting from such asset if an attempted transfer or assignment thereof, without the authorization, consent, waiver, approval or other action of any third Person, would constitute a breach or other contravention of the rights of such third Person, would be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the rights of the Seller or, upon transfer or assignment, the Purchaser with respect to such asset. If any transfer or assignment by the Seller to, or any assumption by the Purchaser of, any interest in, or liability, obligation or commitment under, any asset requires the authorization, consent, waiver, approval or other action of a third Person, then such assignment or assumption shall be made subject to such authorization, consent, waiver, approval or other action being obtained or taken. To the extent any Assumed Contract may not be transferred or assigned to the Purchaser by reason of the absence of any such authorization, consent, waiver, approval or other action, the Purchaser shall not be required to assume any Assumed Liabilities arising under such Assumed Contract, and the provisions of Section 2.7(b) through (e) shall control such Assumed Contract.
Assets Not Assignable. (a) Schedule 1.5 hereto lists all of the Assumed Contracts that require the consent of a third party in order to be assigned to Buyer. Seller promptly will give such notices to third parties and use its reasonable best efforts to obtain the third party consents identified on Schedule 1.5 and such other third party consents and estoppel certificates as Buyer may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement (the "Consents"). Buyer shall cooperate and use reasonable efforts to assist Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which Buyer in its reasonable discretion may deem adverse to its interests or the Business. If any of the Purchased Assets cannot be assigned without the consent, waiver or authorization of a third person, or if such assignment or attempted assignment would constitute a breach under any agreement related to any Purchased Asset, or a violation of any law, statute, regulation or other governmental edict or is not immediately practicable, this Agreement shall not constitute an assignment of such interest (such interests being hereinafter collectively referred to as "Restricted Interests"). If there are any consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Contract as to which such consents were not obtained (or otherwise are not in full force and effect), Buyer may waive any closing conditions as to any such Consent and either: (i) elect to have Seller continue its efforts to obtain the Consents; or (ii) elect to have Seller retain that Contract and all Liabilities arising therefrom or relating thereto.
Assets Not Assignable. Subject to Section 5.06(b) hereof, to the extent that any interest in a lease, contract, permit, license or other Asset is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of a third Person (including a Governmental Entity), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of any of such lease, contract, permit, license or other Asset, or a violation of any Law (as hereinafter defined) or is not immediately practicable, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest,
Assets Not Assignable. (a) To the extent that any interest in the Contracts, Permits or other assets, properties, rights or interests comprising a part of the Purchased Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of a third person (including a governmental, regulatory or administrative authority), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of any of the Contracts, Permits or other assets, properties, rights or interests, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable or would be deemed ineffective, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest (such interests being hereinafter collectively referred to as "Restricted Interests"). The entire beneficial interest in any Purchased Assets subject to a restriction as described above, and any other interest in such Purchased Assets which are transferable notwithstanding such restriction, shall be transferred from the Sellers to the Buyer as provided in this Section 1.4.
Assets Not Assignable. 8 2. Escrow, Acquisition Price and Closing.....................................8 2.1 Escrow............................................................8 2.2
Assets Not Assignable. To the extent that any interest in the Contracts, Permits or other Purchased Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of a third person (including a governmental or regulatory body), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of any of the Contracts, Permits or other Purchased Assets, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest (any such interest being referred to herein as a "Restricted Interest"). Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to transfer to Purchaser any Restricted Interest without first having obtained the required consent, waiver or authorization necessary for such transfer.
