Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyer, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the Transactions will increase the obligations or decrease the rights or entitlements of Seller or Buyer, without first obtaining either such approval or consent or a waiver or a modification with respect to such Restricted Right, in each case acceptable to Buyer.
Assignment of Restricted Rights. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the approval or consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the transactions contemplated by this Agreement will increase the obligations or decrease the rights or entitlements of the Vendor or the Purchaser relating to the Business, without first obtaining either such approval or consent or a waiver or a modification with respect to such Restricted Rights.
Assignment of Restricted Rights. If at Closing there are any Restricted Rights in respect of which necessary consents, approvals, waivers or modifications have not been obtained, then the Purchasers may waive the closing condition under Section 7.4 with respect to such Restricted Rights and instead elect to have the Vendors continue their respective efforts to obtain any necessary consents, approvals, waivers or modifications with respect to such Restricted Rights. If the Purchasers waive the condition in Section 7.4, elect to have the Vendors continue their efforts to obtain any necessary consents, approvals, waivers or modifications and the Closing occurs, the Vendors shall:
Assignment of Restricted Rights. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable,
Assignment of Restricted Rights. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, any Restricted Right (a) which, as a matter of law, or by its terms, (i) is not assignable, (ii) is not assignable without the Consent of the issuer thereof or other party or parties thereto, or (b) in respect of which the completion of the Transaction will increase the obligations or decrease the rights or entitlements of the Seller or the Purchaser relating to the Business, without first obtaining the Consent to such Restricted Right acceptable to the Purchaser. If at Closing there are any Restricted Rights in respect of which necessary Consents have not been obtained, then the Purchaser may waive the closing condition under Section 8.1(e) with respect to such Restricted Rights and instead elect to have the Seller continue its efforts to obtain any necessary Consents with respect to such Restricted Rights. If the Purchaser waives the condition in Section 8.1(e) and elects to have the Seller continue its efforts to obtain any necessary Consents and the Closing occurs, the Seller shall: apply for and use all reasonable efforts to obtain all Consents acceptable to the Purchaser. Nothing in this Section 2.10 shall require the Purchaser to make any payment to any other party in order to obtain such Consents as any such payments shall be for the Seller’s account; enforce any rights of the Seller arising from such Restricted Right against the issuer thereof or the other party or parties thereto; at no time use any such Restricted Right for its own purposes or assign or provide the benefit of such Restricted Right to any other party; pay over to the Purchaser all monies collected or paid to the Seller in respect of such Restricted Rights; and take all such actions and do, or cause to be done, all such things at the request of the Purchaser as shall reasonably be necessary in order that the value and benefits of the applicable Restricted Rights shall be preserved and enure to the benefit of the Purchaser. Once any necessary Consents for any Restricted Right referred to in Section 2.10(a) have been obtained on terms acceptable to the Purchaser, the Seller shall promptly assign, transfer, convey and deliver such Contract, Order or Permit to the Purchaser, and the Purchaser shall assume the obligations under such Contract, Order or Permit from and after the date of assignment to the Purchaser pursuant to an assignment and assumption agreement having terms subs...
