Assignability of Certain Contracts, Etc. To the extent that the assignment to the Purchaser of any Assigned Contract pursuant to this Agreement is not permitted without the consent of a third party and such restriction cannot be effectively overridden or canceled by the Sale Order or other related order of the Bankruptcy Court, then, subject to the Sellers providing Purchaser prompt and reasonably detailed notice of any such circumstance, this Agreement will not be deemed to constitute an assignment of or an undertaking or attempt to assign such Assigned Contract or any right or interest therein unless and until such consent is obtained; provided, however, that the parties hereto will use their commercially reasonable efforts (which, for the avoidance of doubt, shall not include any obligation to incur any cost or expense, except in the case of the Sellers, to the extent that Purchaser agrees to reimburse Sellers on or after the Closing Date, on terms and conditions reasonably acceptable to Sellers, for such costs and expenses) before the Closing, to obtain all such consents; provided, further, that if any such consents are not obtained prior to the Closing Date, Sellers and the Purchaser will reasonably cooperate with each other in any lawful and feasible arrangement designed to provide, at Purchaser’s request, the Purchaser (such arrangement to be at the sole cost and expense of the Purchaser) with the benefits and obligations of any such Assigned Contract after the Closing and the Purchaser shall be responsible for performing all obligations under such Assigned Contract required to be performed by Sellers on or after the Closing Date to the extent that if such Assigned Contract were assumed by the Purchaser as of the Closing Date the obligations thereunder would have constituted an Assumed Liability.
Assignability of Certain Contracts, Etc. (a) Notwithstanding anything in this Agreement to the contrary, to the extent that the Purchaser determines in its sole discretion that the conveyance to the Purchaser of any Purchased Asset would adversely affect in any material respect the rights of the Purchaser or any of its Affiliates thereunder, is not permitted by applicable Law or is not permitted without the Consent of, or other action by, any Person or Governmental Body and, in the case of the Purchased Assets that are the subject of Section 365 of the Bankruptcy 66 Code and the Sale Approval Order, as applicable, such restriction cannot be effectively overridden by the Sale Approval Order, or other related order of the Bankruptcy Court, then this Agreement shall not constitute or be construed as an agreement to assign any such Purchased Asset or any right thereunder (collectively, the “Non-Assignable Purchased Assets”).
Assignability of Certain Contracts, Etc. (a) To the extent that the assignment to Purchaser of any Transferred Asset pursuant to this Agreement is not permitted without the consent, waiver, confirmation or other approval of a third party or is prohibited by applicable Laws and such consent, waiver, confirmation or other approval or waiver of such prohibition in compliance with applicable Laws cannot be obtained prior to the Closing (such Transferred Assets, the “Nonassignable Assets”), then this Agreement shall not be deemed to constitute an assignment of or an undertaking or attempt to assign such Nonassignable Asset or any right or interest therein unless and until such consent, waiver, confirmation or other approval is obtained or such prohibition is waived in compliance with applicable Laws.
