Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contained in this Agreement, this Agreement shall not constitute an agreement or attempt to transfer, sublease or assign any contract, license, lease, sales order, purchase order or other agreement or any claim or right of any benefit arising thereunder or resulting therefrom or any governmental permit, license, franchise, approval, registration or certificate of occupancy (collectively, the "Rights") to the extent that an attempted sale, transfer, sublease or assignment or transfer thereof, without the consent of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer any other party thereto, would constitute a breach thereof or a violation in any way adversely affect the Purchaser's rights to receive the benefits thereunder. [**] - Confidential or proprietary information redacted. In order, however, that the full value of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser Rights may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, be realized for the benefit of the Purchaser, any the Seller shall, at the expense of the Purchaser and all material rights at the reasonable request and under the direction of Seller against the Purchaser, in the name of such issuer or such other party or partiesas otherwise reasonably specified by the Purchaser, acting reasonably, take all such action and do or cause to be done all such things that are necessary and advisable in order that the rights and obligations of the Seller in connection with such Rights may be performed in such manner that the value of such Rights shall be preserved and shall inure to the exclusive benefit of the Purchaser (or to the benefit of the Purchaser to the same extent reasonably permittedas the Seller enjoyed prior to the date hereof if the Seller was not entitled to the exclusive benefit thereof). The Purchaser may at any time thereafter request a sale, assignment, conveyance or transfer of any Rights notwithstanding that the third party consent necessary for such sale, assignment and transfer has not been obtained, provided that such sale, assignment, conveyance or transfer of such Rights does not materially diminish the benefit of such Rights to any Affiliate of the Seller, if the Seller was not entitled to the exclusive benefit thereof.

Assignment of Contracts. (a) Notwithstanding anything Anything in this Agreement to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")notwithstanding, this Agreement shall not constitute an assignment or transfer agreement to assign any of the Nonassignable Assets Contracts, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if such assignment or transfer or an attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach thereof of such Contract or a violation would be ineffective. If any such consent has not been obtained as of the Closing Date, or if an attempted assignment of any Law. Seller such Contract would be ineffective, Buyer shall use reasonable efforts, at reasonable cost to perform the obligations under such Contract in the name of Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by and Seller on or before the Closing, Seller agrees to will cooperate with Purchaser and to take such Buyer, without additional consideration, in any reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser Buyer the benefits of under such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewithContract, Seller shall enforce, including enforcement for the benefit of Purchaser, Buyer (at Buyer's expense) of any and all material rights of Seller against a third party thereto arising out of the breach or cancellation by such issuer or such other third party or parties, otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the extent reasonably permittedContracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liability, or expense relating to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third party.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contained in this Agreement, this Agreement shall not constitute an agreement or attempt to transfer, sublease or assign any contract, license, lease, sales order, purchase order or other agreement or any claim or right of any benefit arising thereunder or resulting therefrom or any governmental permit, license, franchise, approval, registration or certificate of occupancy (collectively, the "Rights") to the extent that an attempted sale, transfer, sublease or assignment or transfer thereof, without the consent of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer any other party thereto, would constitute a breach thereof or a violation in any way adversely affect the Purchaser's rights to receive the benefits thereunder. In order, however, that the full value of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser Rights may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, be realized for the benefit of the Purchaser, any the Seller shall, at the expense of the Purchaser and all material rights at the reasonable request and under the direction of Seller against the Purchaser, in the name of such issuer or such other party or partiesas otherwise reasonably specified by the Purchaser, acting reasonably, take all such action and do or cause to be done all such things that are necessary and advisable in order that the rights and obligations of the Seller in connection with such Rights may be performed in such manner that the value of such Rights shall be preserved and shall inure to the exclusive benefit of the Purchaser (or to the benefit of the Purchaser to the same extent reasonably permittedas the Seller enjoyed prior to the date hereof if the Seller was not entitled to the exclusive benefit thereof). The Purchaser may at any time thereafter request a sale, assignment, conveyance or transfer of any Rights notwithstanding that the third party consent necessary for such sale, assignment and transfer has not been obtained, provided that such sale, assignment, conveyance or transfer of such Rights does not materially diminish the benefit of such Rights to any Affiliate of the Seller, if the Seller was not entitled to the exclusive benefit thereof.

Assignment of Contracts. (a) Notwithstanding Subject to the provisions of Sections 7.5 and 9.3, anything contained in this Agreement to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")notwithstanding, this Agreement shall not constitute an assignment agreement to assign the right, title or transfer interest of the Nonassignable Assets Seller in, to or under any contract or any claim or right of any benefit arising thereunder or resulting therefrom if such assignment or transfer or any attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach thereof or a violation in any way adversely affect the rights of any LawPurchaser or Seller thereunder or if by its terms such contract cannot be assigned. Seller In such event, such non-assignable contracts (the "NON-ASSIGNABLE CONTRACTS") shall use reasonable efforts, at reasonable cost to be excluded from the definition of Assigned Contracts for only so long as the applicable restriction remains in place and such property or asset or the proceeds thereof shall be held and/or received by Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforceif possible, for the benefit of Purchaser and Seller shall, until such time as any Non-Assignable Contract is effectively assigned to Purchaser, act as agent for Purchaser in order to obtain for Purchaser the benefits that would flow from ownership of such asset, including without limitation collecting and paying over to Purchaser any amounts payable to Seller with respect to any Humongous IP pursuant to a Non-Assignable Contract. Seller shall use its Commercially Reasonable Efforts to obtain, and all material rights Purchaser agrees to cooperate with Seller in its efforts to obtain, the consent of such third party to the assignment or transfer. If such consent is not obtained, Seller and Purchaser shall cooperate in any reasonable arrangements designed to provide Purchaser the obligations and benefits thereunder such as, by example, entering into a subcontract relationship. Notwithstanding the foregoing, the obligations of Seller against under this Section 1.6 shall not include any obligations to make any payment or incur any economic burden. Purchaser shall pay all third party costs associated with obtaining any such issuer assignments. Without limitation to the generality of the foregoing, Seller shall use Commercially Reasonable Efforts prior to the Closing in attempting to obtain any required consents and/or assignments in order to effect the transfer to Purchaser, or such other party or partiesthe entry into by Purchaser, as the case may be, of the League Licenses. As used herein, "LEAGUE LICENSES" means the professional sports league, player association and highlight-player licenses designated in Schedule 1.6 hereto. Notwithstanding anything herein to the contrary, to the extent reasonably permittedthat any League License or other agreement cannot be assigned to Purchaser (or equivalent rights cannot be licensed to Purchaser), Purchaser shall have no liability or obligation with respect to such League License or other Non-Assignable Contract. In the event that the NBA League License cannot be assigned to Purchaser, Seller shall, upon request by Purchaser and to the extent permitted by such license, sublicense such license to IESA and/or Atari Interactive.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto in this Agreement or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")Ancillary Agreements, this Agreement shall not constitute an assignment agreement to assign any contract which is to be an Purchased Asset or transfer of the Nonassignable Assets any benefit arising thereunder or resulting therefrom, if such assignment or transfer or an attempted assignment or transfer thereof, without the consent of a party thereto other than Seller, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Purchaser, or its designees, thereunder (a violation of any Law"Non-Assignable Contract"). Seller shall use prior to the Closing all commercially reasonable efforts, at reasonable cost to Seller, efforts to obtain any consents the consent of the other Persons for the assignment thereof to Purchaser or waivers necessary to any its designees. If such assignment. To the extent that such consents or waivers are consent is not obtained by Seller on or before prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive substantially all such rights, (x) Seller agrees shall continue to use all commercially reasonable efforts to obtain the consent of the other Persons for the assignment thereof to Purchaser or its designees, and (y) Seller and Purchaser shall cooperate with in a mutually agreeable arrangement under which Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser would obtain the benefits of such Nonassignable Assets. and assume the obligations thereunder in accordance with Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, would enforce for the benefit of Purchaser, with Purchaser assuming Seller's obligations, any and all material rights of Seller against a third party thereto. Seller shall promptly pay to Purchaser when received all monies received by Seller in respect of such issuer Non-Assignable Contracts or such other party or partiesany benefit arising thereunder, except to the extent reasonably permittedthe same represents and Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, any such Non-Assignable Contract shall be deemed a Purchased Asset, provided that Purchaser shall not be responsible for any liabilities (i) arising out of a claim of breach of such Non-Assignable Contract due to the establishment of the alternative arrangements, or (ii) arising out of such Non-Assignable Contract as a result of Seller's action without Purchaser's approval in a manner inconsistent with the alternative arrangements.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser Xxxxxxxxx and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted.

Assignment of Contracts. (a) Notwithstanding anything Anything herein to the contrary set forth hereinnotwithstanding, to the extent that any of the Assigned Contracts Contract assigned or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without transferred to Purchaser hereunder shall require the consent of the issuer thereof or the any other party thereto or any third party including, without limitation, (a Governmental Authority (the "Nonassignable AssetsSPECIAL ITEM"), this Agreement Seller shall not constitute an be deemed to have assigned or transferred any Special Item, and Purchaser shall not be deemed to have assumed or received such Special Item, unless and until such consent shall have been obtained. Seller shall use its best reasonable efforts to obtain the necessary consents to the assignment or transfer of all Special Items, and Purchaser shall cooperate in those efforts but shall not be required to assume any burdens or obligations other than those presently provided under such Special Item. Until any necessary consent to the Nonassignable Assets if such assignment or transfer of a Special Item is obtained, Seller and Purchaser shall each cooperate with the other in any reasonable arrangement which provides Purchaser the benefits under such Special Item, including enforcement by Seller of any and all rights of Seller arising out of any breach or attempted cancellation by the other party thereto. If Seller shall obtain any necessary consent to the assignment or transfer would constitute of a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before Special Item after the Closing, Purchaser shall assume, and Seller agrees shall be deemed to cooperate with Purchaser and have assigned to take such reasonable actionsPurchaser, at reasonable cost the Special Item as of the Closing Date. All ordinary costs of performance after the Closing Date under any Special Item as to Sellerwhich the necessary consent has not been obtained, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser but the benefits of such Nonassignable Assets. Seller which have been accepted by Purchaser, shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, be for the benefit account of Purchaser, and Seller shall be promptly reimbursed by Purchaser for any and all material rights of such costs which the Seller against such issuer or such other party or parties, may be required to the extent reasonably permittedpay thereunder.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto in this Agreement or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")Ancillary Agreements, this Agreement shall not constitute an assignment agreement to assign any contract which is to be an Purchased Asset or transfer of the Nonassignable Assets any benefit arising thereunder or resulting therefrom, if such assignment or transfer or an attempted assignment or transfer thereof, without the consent of a party thereto other than the Seller, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Purchaser, or its designees, thereunder (a violation of any Law"Non-Assignable Contract"). Seller shall use prior to the Closing all commercially reasonable efforts, at reasonable cost to Seller, efforts to obtain any consents the consent of the other Persons for the assignment thereof to Purchaser or waivers necessary to any its designees. If such assignment. To the extent that such consents or waivers are consent is not obtained by Seller on or before prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive substantially all such rights, (x) Seller agrees shall continue to use all commercially reasonable efforts to obtain the consent of the other Persons for the assignment thereof to Purchaser or its designees, and (y) Seller and Purchaser shall cooperate with in a mutually agreeable arrangement under which Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser would obtain the benefits of such Nonassignable Assets. and assume the obligations thereunder in accordance with Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, would enforce for the benefit of Purchaser, with Purchaser assuming Seller's obligations, any and all material rights of Seller against a third party thereto. Seller shall promptly pay to Purchaser when received all monies received by Seller in respect of such issuer Non-Assignable Contracts or such other party or partiesany benefit arising thereunder, except to the extent reasonably permittedthe same represents and Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, any such Non-Assignable Contract shall be deemed a Purchased Asset, provided that Purchaser shall not be responsible for any liabilities (i) arising out of a claim of breach of such Non-Assignable Contract due to the establishment of the alternative arrangements, or (ii) arising out of such Non-Assignable Contract as a result of Seller's action without Purchaser's approval in a manner inconsistent with the alternative arrangements.

Assignment of Contracts. (a) Notwithstanding anything Seller shall obtain all consents and ----------------------- approvals necessary to assign to Buyer any Contract, permit or other asset of Seller that is included in the contrary set forth herein, to Purchased Assets. To the extent that the assignment hereunder by Seller to Buyer of any of the Assigned Contracts Contract is not permitted or Acquired Authorizations that constitute an Acquired Asset are is not assignable or transferable permitted without the consent of the issuer thereof or the any other party thereto or any third party including, without limitation, a Governmental Authority (to the "Nonassignable Assets")Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer otherwise would constitute a breach thereof of, or cause a violation loss of contractual benefits under, any Lawsuch Contract, and Buyer shall assume no obligations or liabilities thereunder. Seller shall use reasonable efforts, at reasonable cost advise Buyer promptly in writing with respect to Seller, any Contract under which it knows or has reason to believe it will not receive the required consent. Seller shall take all actions requested by Buyer and cooperate with Buyer to obtain such consent or any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contracts. Without in any way limiting Seller's obligations to obtain all consents or and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such assignment. To consent is not obtained or if such assignment is not permitted irrespective of consent and the extent that Closing hereunder is consummated, Seller shall continue to use its reasonable best efforts to obtain such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to and shall cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request Buyer in order to secure any arrangement designed to provide for Purchaser Buyer with the rights and benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant (subject to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted obligations) under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedContracts.

Assignment of Contracts. The assignment of any Purchased Asset (aincluding of any Assumed Contract, Real Property Lease, Personal Property Lease, or Governmental Permit) Notwithstanding anything to be assigned to any of the contrary set forth herein, Purchasers pursuant to this Agreement shall not constitute a Contract to assign the same to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable attempted assignment without the consent Consent of the issuer thereof or the other party thereto or of any third party includingGovernmental Entity, without limitationas the case may be, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation give rise to any right of termination, cancellation or acceleration thereunder or would violate any LawLaw or Governmental Permit. Seller The Selling Parties shall use their commercially reasonable efforts, at reasonable cost to Selleras requested by Silgan, to obtain any consents or waivers necessary procure Consents to any such assignment; provided that the Selling Parties shall not be obligated to provide any incentives to induce Consent to such assignment or to commence litigation to compel Consent to such assignment. To For a period of one (1) year following the Closing Date or until any such Consent is obtained, whichever is shorter, to the extent that permitted by applicable Law, the Asset Sellers shall maintain the existence of such consents or waivers are not obtained by Seller on or before Purchased Asset, shall hold such Purchased Asset in trust for the Closing, Seller agrees to respective Purchaser and shall cooperate with Purchaser and to take such Silgan in any reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for such Purchaser all of the benefits of any such Nonassignable Assets. Seller Purchased Asset, including enforcement of any and all rights of the Asset Sellers against the other party thereto arising out of the breach, cancellation or termination thereof by such party; provided that the respective Purchaser shall further assign assume the liabilities of the Asset Sellers and deliver indemnify and hold the Asset Sellers harmless from and against any and all Losses in connection therewith (subject and without prejudice to Purchaser any net proceeds or net receivables by Seller the Selling Parties' indemnification obligations pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of Article X hereof) arising under such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforcePurchased Asset, for the benefit of Purchaser, any the Asset Sellers and all material rights of Seller against such issuer or such the other party or parties, to the extent reasonably permittedparties thereto.