Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchaser, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of the Purchaser thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchaser thereunder, then, at the Purchaser’s request, the Seller shall cooperate with the Purchaser in any reasonable arrangement designed to provide to the Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of the Purchaser of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by the Seller shall not cause the Seller to violate any terms of such Assumed Contract; provided, further, that the Purchaser shall assume all of the post-Closing liabilities of the Seller under such Assumed Contracts (other than Excluded Liabilities) to the extent to which the Purchaser receives the post-Closing benefits thereof.

Non-Assignable Assets. Notwithstanding anything Following the Closing, the Seller shall use commercially reasonable efforts at no undue expense to cooperate with and assist the Purchaser and the Purchaser Parent in this Agreement to obtaining all consents required in connection with the contrary, to Contemplated Transactions not obtained as of the Closing. To the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but consent is not limited to any Permit) requires the consent of any other Personobtained, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to at the Purchaser, this Agreement ’s request the Seller and the Purchaser shall not constitute an agreement to assign any such enter into agreements for each Assumed Contract, property Permit or asset or any claim or other right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or included in any way adversely affect the Acquired Assets for which consent was not obtained, under which the Purchaser shall obtain the rights of the Purchaser thereunder. If consent to the assignment or transfer and benefits of any such Assumed Contract, property Permit or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchaser thereunder, then, other right at the Purchaser’s request, cost and assume the corresponding obligations and liabilities of the Seller shall cooperate with thereunder, so that the Parties are, to the greatest extent possible, put in the same economic position they would have been in had such consent been obtained unconditionally and without recourse. Such agreements may be in the form of a subcontract, sub-license or sub-lease appointing the Purchaser in any reasonable arrangement designed to provide as agent to the Seller to perform thereunder, or any other arrangement under which the Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement could enforce for the account benefit of the Purchaser of any and all rights and benefits of the Seller against the third party thereto. If the Parties are able neither to obtain a consent nor enter into an agreement providing the Purchaser the rights and benefits with respect to any Assumed Contract, Permit or other party thereto arising out right, they shall promptly and in good faith agree upon an appropriate reduction of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by Purchase Price, and the Seller shall not cause the Seller to violate any terms of promptly pay such Assumed Contract; provided, further, that the Purchaser shall assume all of the post-Closing liabilities of the Seller under such Assumed Contracts (other than Excluded Liabilities) reduction amount to the extent to which the Purchaser receives the post-Closing benefits thereofPurchaser.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the PurchaserPurchasers, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of the Purchaser Purchasers thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchaser Purchasers thereunder, then, at the any Purchaser’s request, the Seller Sellers shall cooperate with the such Purchaser in any reasonable arrangement designed to provide to the such Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of the Purchaser Purchasers (reasonable expenses to be borne by Purchasers) of any and all rights of the Seller Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; otherwise; provided that such cooperation by the Seller Sellers shall not cause the Seller Sellers to violate any terms of such Assumed Contract; Contract; provided, further, that the Purchaser Purchasers shall assume all of the post-Closing liabilities of the Seller Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which the Purchaser Purchasers receives the post-Closing benefits thereof.. ARTICLE III CONSIDERATION 3.1

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the PurchaserPurchasers, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of the Purchaser Purchasers thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchaser Purchasers thereunder, then, at the Purchaser’s Purchasers’ request, the Seller Sellers shall cooperate with the Purchaser Purchasers in any reasonable arrangement designed to provide to the Purchaser Purchasers the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of the Purchaser Purchasers of any and all rights of the any Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by the Seller Sellers shall not cause the applicable Seller to violate any terms of such Assumed Contract; provided, further, that the Purchaser Purchasers shall assume all of the post-Closing liabilities of the applicable Seller under such Assumed Contracts (other than Excluded Liabilities) to the extent to which the Purchaser Purchasers receives the post-Closing benefits thereof.

Non-Assignable Assets. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchaser, this Agreement shall not constitute an agreement or an attempted agreement to transfer or assign any such Assumed Contractcontract, property license, lease, commitment, sales or asset purchase order or any claim other agreement or any claim, right or any benefit (for purposes of this Section 2.3, an "agreement") arising thereunder or resulting therefrom if any such attempted transfer or assignment without the consent of any other party thereto would constitute a default thereunder breach thereof or would in any way adversely affect the rights of the Purchaser Buyer or Seller thereunder. If Seller has exercised, at Seller's expense (and, if requested by Buyer, after the Closing Date will exercise) reasonable best efforts to obtain the consent of any party or parties to any such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the transfer or assignment or transfer of thereof by Seller to Buyer in all cases in which such consent is required and on terms and conditions reasonably satisfactory to Buyer. If any such Assumed Contract, property or asset consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchaser thereunderBuyer or Seller thereunder such that Buyer would not in fact receive all such rights, then, at the Purchaser’s request, the Seller shall cooperate with the Purchaser in any use commercially reasonable arrangement designed efforts to provide to the Purchaser the benefits under perform such Assumed Contracts, properties and assets, including without limitation, enforcement agreement for the account of Buyer or otherwise cooperate with Buyer in any arrangement reasonably necessary or desirable to provide for Buyer the Purchaser benefits and the corresponding obligations of any such agreement, including without limitation enforcement for the benefit of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach breach, termination or cancellation thereof of such agreement by such other party or otherwise; provided that . To the extent Seller performs under any permit or license for the benefit of Buyer pursuant to this Section 2.3 and Buyer ultimately obtains such cooperation permit or license for itself, Seller shall, on demand by the Seller shall not cause the Seller to violate any terms of such Assumed Contract; providedBuyer, further, that the Purchaser shall assume all of the post-Closing liabilities of the Seller relinquish its rights under such Assumed Contracts (other than Excluded Liabilities) permit or license with respect to the extent to which the Purchaser receives the post-Closing benefits thereofBusiness.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchaser, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of the Purchaser thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchaser thereunder, then, at the Purchaser’s request, the Seller shall cooperate with the Purchaser in any reasonable arrangement designed to provide to the Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of the Purchaser of any and all rights of the Seller Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by the Seller Sellers shall not cause the Seller Sellers to violate any terms of such Assumed Contract; provided, further, that the Purchaser shall assume all of the post-Closing liabilities of the Seller Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which the Purchaser receives the post-Closing benefits thereof.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchaser, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of the Purchaser thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchaser thereunder, then, at the Purchaser’s request, the Seller Sellers shall cooperate with the Purchaser in any reasonable arrangement designed to provide to the Purchaser the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of the Purchaser of any and all rights of the Seller Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by the Seller Sellers shall not cause the Seller Sellers to violate any terms of such Assumed Contract; provided, further, that the Purchaser shall assume all of the post-Closing liabilities of the Seller Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which the Purchaser receives the post-Closing benefits thereof.