Assignable Contracts. Upon the Closing, MDS shall and shall cause each other Seller to authorize Buyer or the applicable Designated Buyer Affiliate, to the extent permitted by Applicable Law and the terms of such Non-Assignable Contracts, at the expense of Buyer or the applicable Designated Buyer Affiliate, to perform all of such Seller’s obligations arising under such applicable Non-Assignable Contracts after the Closing Time. MDS shall continue to use and cause the Sellers to continue to use commercially reasonable efforts to obtain and deliver all remaining consents required for the assignment to Buyer or the applicable Designated Buyer Affiliate of the remaining Non-Assignable Contracts after the Closing Time. If a Non-Assignable Contract is not validly assigned to Buyer or the applicable Designated Buyer Affiliate within twelve (12) months after the Closing Date, such Non-Assignable Contract shall be deemed to be an Excluded Asset and all obligations of Sellers to Buyer or the applicable Designated Buyer Affiliate and all obligations hereunder of Buyer and the applicable Designated Buyer Affiliate to Sellers with respect to such Non-Assignable Contract shall terminate.
Appears in 2 contracts
Sources: Asset Purchase Agreement (LPBP Inc), Asset Purchase Agreement (MDS Inc)