Common use of Assets Not Assignable Clause in Contracts

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. (b) Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to transfer to Buyer any Restricted Interests without Seller first having obtained all consents, waivers and authorizations necessary for such transfers. In consultation with each other as to the practicalities of proposed actions, Seller and Buyer shall use all reasonable efforts to assist each other in obtaining such consents, waivers and authorizations and to resolve any impracticalities of assignment referred to in Section 1.5(a) hereof. (c) If the consents, waivers and authorizations referred to in Section 1.5(a) hereof are not obtained by Seller, or until the impracticalities of transfer referred to therein are resolved, Seller shall, at Buyer's expense (i) provide to Buyer, at Buyer's request, the benefits of any Restricted Interests as is reasonably practical, (ii) cooperate in reasonable and lawful arrangements designed to provide such benefits to Buyer, and (iii) enforce, at Buyer's request and for Buyer's account, any rights of Seller arising from any Restricted Interests (including the right to elect to terminate in accordance with the terms thereof upon request from Buyer).

Assets Not Assignable. (a) Schedule 1.5 hereto lists all of To the Assumed Contracts extent that require the consent of a third party any interest 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 canis not be assigned capable of being assigned, transferred or conveyed without the consent, waiver or authorization of a third personany Person and that consent, waiver or authorization is not obtained, or if such assignment assignment, transfer or conveyance or attempted assignment assignment, transfer or conveyance would constitute a breach under of any agreement related to 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 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"). If there 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 any consents that have not yet been obtained (or otherwise are not transferable notwithstanding such restriction, shall be transferred from the Seller to the Buyer as provided 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 theretothis Section 1.5. (b) Anything in this Agreement to the contrary notwithstanding, the Seller shall not be obligated to transfer to the Buyer any Restricted Interests without the Buyer or the Seller first having obtained all consents, waivers and authorizations necessary for such transfers. In consultation with each other the Buyer as to the practicalities of proposed actions, the Seller and Buyer shall use all its reasonable efforts to assist each other the Buyer in obtaining such consents, waivers and authorizations and to resolve any impracticalities of assignment referred to in Section 1.5(a) hereof. (c) If To the extent that the consents, waivers and authorizations referred to in Section 1.5(a) hereof are not obtained by the Buyer or the Seller, or until the impracticalities of transfer referred to therein are resolved, the Seller shall, at Buyer's expense shall use reasonable efforts to (i) provide to the Buyer, at Buyerthe request of the Buyer and at the Seller's requestexpense, the benefits of any Restricted Interests as is reasonably practicalInterests, (ii) cooperate in reasonable and lawful arrangements designed to provide such benefits to Buyer, the Buyer and (iii) enforce, at the request of the Buyer for the account of the Buyer's request and for Buyer's account, any rights of the Seller arising from any Restricted Interests (including the right to elect to terminate in accordance with the terms thereof upon the request from of the Buyer).

Assets Not Assignable. (a) Schedule 1.5 hereto lists all 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 Assumed Contracts that require 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 consent 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 party in order 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. (b) Without limiting the generality or effect of any provision of this Agreement, to the extent that any Assumed Contract to be transferred or assigned pursuant 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 is not capable of being transferred 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 authorization, consent, waiver waiver, approval or authorization other action of a third personPerson, or if such transfer or assignment transfer or attempted transfer or assignment would constitute a breach under any agreement related to any Purchased Asset, thereof or a violation of any law, statute, regulation or other governmental edict or is not immediately practicable, nothing in this Agreement shall not constitute a transfer or assignment or an attempted transfer or 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 theretothereof. (bc) Anything Notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, the Seller shall will not be obligated to transfer or assign to Buyer the Purchaser any Restricted Interests of its rights and obligations in and to any of the Assumed Contracts referred to in Section 2.7(a) without Seller first having obtained all of the authorizations, consents, waivers and authorizations waivers, approvals or other actions necessary for such transfers. In consultation with each other as to transfers or assignments. (d) To the practicalities of proposed actionsextent that the authorizations, Seller and Buyer shall use all reasonable efforts to assist each other in obtaining such consents, waivers and authorizations and to resolve any impracticalities of assignment waivers, approvals or other actions referred to in Section 1.5(a2.7(c) hereof. (c) If the consents, waivers and authorizations referred to in Section 1.5(a) hereof are not obtained by Sellerthe Seller prior to the Closing, the parties will use commercially reasonable efforts to obtain such authorizations, consents, waivers, approvals or until other actions subsequent to the impracticalities of transfer referred to therein are resolvedClosing and, if such authorizations, consents, waivers, approvals or other actions cannot be obtained, Seller shallwill, at Buyer's expense during the term of each such Assumed Contract: (i) use reasonable efforts, with costs and expenses of the Seller related thereto to be borne by the Seller, to provide to Buyer, at Buyer's request, the Purchaser the benefits of any Restricted Interests as is reasonably practical, such Assumed Contract to the extent relating to the Seller’s Business or the Purchased Assets; (ii) cooperate in any reasonable and lawful arrangements arrangement designed to provide such benefits to Buyerthe Purchaser, without incurring any obligation to any other Person other than to provide such benefits to the Purchaser; and (iii) enforce, at Buyer's the request and of the Purchaser, for Buyer's account, the account of the Purchaser any rights of the Seller arising from any Restricted Interests such Assumed Contract (including without limitation the right to assert and prosecute claims thereunder and otherwise enforce the rights granted thereunder and the right to elect to terminate in accordance with the terms thereof upon request from Buyerthe advice of the Purchaser). (e) Provided (and for so long as) the Seller obtains the benefits of such Assumed Contract for the Purchaser, the Purchaser will perform the obligations of the Seller under or in connection with any Assumed Contract referred to in this Section 2.7 (to the extent permitted thereunder) for the benefit of the other party or parties thereto.