Common use of Inability to Assign Assigned Contracts Clause in Contracts

Inability to Assign Assigned Contracts. (a) Notwithstanding anything to the contrary contained in this Agreement or in any Ancillary Document, to the extent that the assignment or attempted assignment to Buyer of any Assigned Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, is prohibited by any Law, or would require any consent, waiver, authorization, notice or novation by any Person, and such consent, waiver, authorization, notice or novation has not been obtained or made prior to the Closing in a form and substance reasonably acceptable to Buyer, or with respect to which any attempted assignment would be ineffective or would materially and adversely affect the rights of Seller or Buyer thereunder, then neither this Agreement nor any Ancillary Document will constitute an assignment or attempted assignment thereof, and the same will not be assigned at the Closing.