Common use of Limitation on Assignments Clause in Contracts

Limitation on Assignments. Notwithstanding anything herein contained to the contrary, this Agreement shall not constitute nor require an assignment to Buyer of any Contract, License or other right if an attempted assignment of the same without the consent of any party would constitute a breach thereof unless and until such consent shall have been obtained. In the case of any such Contract, License or other right which cannot effectively be transferred to Buyer without such consent, the Members and Seller will each use all reasonable efforts to obtain such consent promptly and if such consent is not obtained, Seller and Buyer agree to enter into such reasonable arrangements as may be appropriate to provide Buyer with benefits purported to be vested in Buyer pursuant to the terms of this Agreement had such consent been obtained.

Limitation on Assignments. Notwithstanding anything herein contained to the contrary, this Agreement shall not constitute nor require an assignment to Buyer of any Contract, License or other right if an attempted assignment of the same without the consent of any party would constitute a breach thereof unless and until such consent shall have been obtained. In the case of any such Contract, License or other right which cannot effectively be transferred to Buyer without such consent, the Members Shareholders and Seller will each use all reasonable efforts to obtain such consent promptly and if such consent is not obtained, Seller and Buyer agree to enter into such reasonable arrangements as may be appropriate to provide Buyer with benefits purported to be vested in Buyer pursuant to the terms of this Agreement had such consent been obtained.