Non-Assignable Contracts. (a) If and to the extent that any NiSource Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Party of any Contract or other rights relating to the Columbia Business that would otherwise be transferred or assigned to such Columbia Party as contemplated by this Agreement or any Transaction Agreement, (i) such NiSource Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by Law, the Columbia Parties shall pay, perform and discharge fully all of the obligations of the NiSource Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Parties for all Losses arising out of such performance by such Columbia Party. The NiSource Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Party promptly all monies, rights and other consideration received in respect of such performance. The NiSource Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) only as reasonably directed by Columbia and at Columbia’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable Columbia Party without payment of further consideration, and the Columbia Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) is prohibited by Law or the terms thereof, this Section 5.1(a) shall operate to create a subcontract with the applicable Columbia Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties with respect to the perfo...
Non-Assignable Contracts. In the event and to the extent that TSC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the obligations of TSC thereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is prohibited by law, the assignment provisions of this Section 7.3 shall operate to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontract.
Non-Assignable Contracts. Nothing contained in this Agreement shall be construed as an assignment or an attempted assignment of any contract which is by law non-assignable without the consent of the other party or parties thereto, unless such consent shall be given.
Non-Assignable Contracts. Within thirty (30) days after the date this Agreement is made and entered into, Seller shall identify to Buyer all material contracts, and whether such contracts are assignable. At Buyer's sole option, subject to Section 1.1(c), if any of Purchased Assets include any Non-Assignable Contracts, as hereinafter defined, the Closing will not constitute an assignment or an attempted assignment of such Non-Assignable Contracts. Instead, Seller will assign Non-Assignable Contracts to the Buyer if and when such assignment is permitted. To the extent permitted by applicable law and the terms of such contracts, Non-Assignable Contracts will be held by Seller, in trust for Buyer and the covenants and obligations thereunder will be performed by Buyer in the name of Seller and all benefits and obligations existing thereunder will be for the account of Buyer. Seller will take or cause to be taken such action in its name to provide Buyer with the benefits thereof and to effect the collection of money due and payable under each Non-Assignable Contract as if such Non-Assignable Contract had been assigned as of the Closing Date and Seller will promptly pay over to Buyer all money received by it with respect to all Non-Assignable Contracts. As and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable law and the terms of the Non-Assignable Contracts, at Buyer's expense, to perform all of Seller's obligations under each Non-Assignable Contract. As and from the Closing Date, Seller shall provide such reasonable assistance as may be required and requested, to amend or seek to amend, any Non-Assignable Contract (except to the extent such action would materially increase Seller's liabilities under such Non-Assignable Contract). If Seller or Buyer is unable to obtain assignment of any Non-Assignable Contract or if Buyer is unable to obtain the full benefit thereof, Buyer may endeavor to enter into a new contract, lease, equipment lease, or license and/or to obtain the benefit of new contractual rights, warranty rights and transferable licenses, or permits, as the case may be satisfactory to Buyer in substitution for each Non-Assignable Contract.
Non-Assignable Contracts. This Agreement and any document delivered hereunder shall not constitute an assignment or an attempted assignment by Seller of any right contemplated to be assigned to Buyer hereunder:
Non-Assignable Contracts. (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the consent of a third party thereto would constitute a breach or other contravention thereof, would be ineffective with respect to any such third party, or would in any way adversely affect the rights of Purchaser or Sellers thereunder.
Non-Assignable Contracts. This Agreement shall not constitute an agreement to assign any Assigned Contract or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third party thereto, would constitute a breach or violation thereof or a default thereunder and if such a consent is not obtained at or prior to the Closing. Subject to Section 8.7 hereof, with respect to any such Assigned Contract as to which the consent of a third party is necessary, Seller and Buyer will use reasonable commercial efforts, which shall not require the payment of any money to any third party by Seller or Buyer, to obtain the written consent of such third parties to any such assignment. Buyer acknowledges that all or some of the Assigned Contracts may not be transferable. To the extent permitted by applicable Law and the terms and conditions of the applicable Assigned Contract, in the event that consents to the assignment of any Assigned Contract are not obtained by Seller at or prior to the Closing, Seller and Buyer will cooperate to establish an arrangement (including through a subcontracting, subleasing, sublicensing or similar arrangement) effective as of the Closing Date and reasonably satisfactory to Buyer and Seller under which, subject at all times to Buyer's fulfillment of the obligations under such Assigned Contract, the benefits of such Assigned Contract shall be passed to Buyer and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all such Assigned Contracts, if any, less any actual out-of-pocket costs or expenses incurred by Seller.
Non-Assignable Contracts. Each Grantor shall, within thirty (30) days after entering into any Material Contract that is a Non-Assignable Contract after the date hereof, request in writing the consent of the counterparty or counterparties to such Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a security interest in such Non-Assignable Contract to the Bank, and use commercially reasonable efforts to obtain such consent as soon as practicable thereafter.
Non-Assignable Contracts. Notwithstanding anything contained herein to the contrary, this Agreement shall not constitute an agreement to assign any Assumed Contract if any attempted assignment thereof without the consent of a third party thereto would constitute a breach thereof or adversely affect the rights of Buyer and Seller thereunder or if, by its nature, such contract cannot be assigned. With respect to each Assumed Contract that is a CPD Customer Contract, the parties agree that Buyer and Seller shall send to the Dealer party a joint notice advising the Dealer of the assignment of the CPD Customer Contracts and instructing such Dealer to make all future payments due or to become due after the Closing according to instructions provided by Buyer. With respect to the Assumed Contracts identified on Schedule 2.5 hereto, Seller shall use commercially reasonable efforts to obtain as soon as practicable following the date of this Agreement any written consents necessary to effect such assignment or transfer (and, promptly following Seller’s receipt of any such consent, Seller shall promptly assign such Assumed Contracts to Buyer). Buyer shall cooperate with Seller, at no additional cost to Buyer, in such manner as may be reasonably requested in connection with Seller’s efforts to obtain such consent. With respect to each Assumed Contract for which Seller has not obtained consent to assignment as of the effective time of the Closing, and until such consent to assignment or transfer has been obtained, Seller shall enter into any lawful arrangement to provide to Buyer the benefits under such Assumed Contract as if such consent had been obtained.
Non-Assignable Contracts. (i) Notwithstanding any other provision in this Agreement, neither this Agreement nor any other document executed by the Seller Parties pursuant to this Agreement will constitute an assignment or attempted assignment of any Non-Assignable Contract.
