Common use of Contracts Not Assigned Clause in Contracts

Contracts Not Assigned. To the extent that any rights under any Assigned Contracts may not be assigned without the prior consent of any other Person and such consent has not been obtained on or prior to the Closing Date, and if the failure to obtain such consent or such assignment would constitute a material breach of or cause a loss of material benefits under such Contract or result in the imposition of any material liability upon the Buyer or the Business, then, unless and until such consent has been obtained, such Contract shall be deemed not to have been assigned to Buyer and, subject to Section 2.4(b), neither this Agreement nor any document executed in connection herewith shall constitute an assignment of such Contract.