Common use of Assignment of Certain Contracts Clause in Contracts

Assignment of Certain Contracts. Anything in this Agreement to the contrary notwithstanding, to the extent that any agreement, contract, License or Permit, Environmental Permit, lease, or other authorization, purchase or sale order, or other executory contract or commitment (other than those set forth in Schedule 7.1(d)) for which assignment to Buyer is contemplated hereby is not assignable without the consent of another Person (which consent has not been obtained), this Agreement shall not be deemed to constitute or require an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. If such consent has not been obtained by the Closing Date, the Seller agrees to (a) cooperate with Buyer in any reasonable arrangement designed to provide for Buyer substantially the same benefits and obligations under any such agreement, contract, License or Permit, Environmental Permit, lease, or other authorization, purchase or sale order, or other executory contract or commitment without cost to Buyer, including (i) enforcing for the benefit of Buyer any or all rights of Seller under any contract, commitment, License or Permit, Environmental Permit or other authorization, or other agreement against any other Person that is a party thereto, or (ii) at Buyer's election, not transferring, conveying, assigning or delivering to Buyer at the Closing, and retaining legal title or right thereto, while permitting Buyer the possession and use of such assets or rights for Buyer's account and with Buyer receiving the benefits and burdens of such assets or rights as if such assets or rights had been so transferred, conveyed, assigned and delivered, and (b) take all reasonable further action to obtain such consents, approvals or novations as may be required under such instrument, applicable law or otherwise to effect the transfer of the asset or right to Buyer. Nothing in this Section 10.2 shall be deemed a waiver of any closing condition set forth in this Agreement.

Assignment of Certain Contracts. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, except for the third-party consents described in Section 7.2(c), to the extent that any agreement, contract, License or Permit, Environmental Permitlicense, lease, permit or other authorization, purchase or sale order, or other executory contract or commitment (other than those set forth in Schedule 7.1(d)) for which assignment to Buyer is contemplated hereby is not assignable without the consent of another Person (which consent has not been obtained)Person, this Agreement shall not be deemed to constitute or require an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. If such consent has not been obtained by the Closing Date, the Seller agrees Sellers agree to (ai) cooperate with Buyer in any reasonable arrangement designed to provide for Buyer substantially the same benefits and obligations under any such agreement, contract, License or Permit, Environmental Permitlicense, lease, permit or other authorization, purchase or sale order, or other executory contract or commitment without cost to Buyer, including (iA) enforcing for the benefit of Buyer any or all rights of Seller Sellers under any contract, commitment, License or Permit, Environmental Permit permit or other authorization, or other agreement against any other Person that is a party thereto, or (iiB) at Buyer's election, not transferring, conveying, assigning or delivering to Buyer at the Closing, and retaining legal title or right thereto, while permitting Buyer the possession and use of such assets or rights for Buyer's account and with Buyer receiving the benefits and burdens of such assets or rights as if such assets or rights had been so transferred, conveyed, assigned and delivered, and (bii) take all reasonable further action to obtain such consents, approvals or novations as may be required under such instrument, applicable law or otherwise to effect the transfer of the asset or right to Buyer. Nothing in this Section 10.2 shall be deemed a waiver of any closing condition set forth in this Agreement.