Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. To the extent that any Assumed Contract is not capable of being assigned or transferred without the consent or waiver of the other party thereto or any third party, or if such assignment or transfer, or attempted assignment or transfer, would constitute a breach thereof (a “Non-Assignable Contract”), neither this Agreement nor any Operative Documents shall constitute an assignment or transfer of any such Non-Assignable Contract, or an attempted assignment or transfer of any such Non-Assignable Contract. The Company shall have the continuing obligation after the Closing to use its best efforts to endeavor to obtain all necessary Consents to the assignment or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party Consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (or its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the first sentence of this Section 2.5, after the Closing and until the requisite Consent is obtained and the foregoing is assigned and transferred to Buyer and the Company, the Company shall use its best efforts and cooperate with Buyer in endeavoring to obtain for Buyer, at the expense of the Company, an arrangement designed to provide Buyer substantially equivalent benefits of each such Non-Assignable Contract in some other manner. Except as set forth in Article X herein, Buyer shall not have the right to terminate this Agreement or adjust the Purchase Price (as defined herein) as a result of the failure of the Seller Parties to obtain consent for a contract having a value of less than $25,000.00 individually or $250,000.00 in the aggregate.

Non-Assignable Contracts. To the extent that (i) For purposes of this Agreement, any Assumed Contract is not capable (including any portion of being assigned any Mixed-Use Contract pursuant to Section 7.12(a)) or transferred any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent consent, waiver or waiver approval of the other party thereto or any third party, or if such assignment or transfer, or attempted assignment or transferparty thereto, would constitute a breach thereof or other contravention thereof, be ineffective with respect to either party thereto (including by the exercise of any termination right thereunder) or violate any applicable Law or any such Contract referred to in this Section 7.12(b)(i), or otherwise are subject to a counterparty termination right as a result of such assignment or transfer shall be deemed a “Non-Assignable Contract”. (ii) With respect to (x) any Contract to which Section 7.10 applies or (y) any Mixed-Use Contract to which Section 7.12(a) applies and, in the case of either clause (x) or clause (y), neither this Agreement nor any Operative Documents shall constitute an assignment or transfer of which is a Non-Assignable Contract, and, with respect to any such Non-Assignable Contract, any claim, right or an attempted assignment benefit arising thereunder or transfer of any such Non-Assignable Contract. The Company shall have resulting therefrom, the continuing obligation Seller and the Buyer will cooperate and use their respective commercially reasonable efforts to obtain as expeditiously as possible after the Closing to use its best efforts to endeavor to obtain all necessary Consents to date hereof (A) the assignment written consent, waiver or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party Consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (or its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the first sentence of this Section 2.5, after the Closing and until the requisite Consent is obtained and the foregoing is assigned and transferred to Buyer and the Company, the Company shall use its best efforts and cooperate with Buyer in endeavoring to obtain for Buyer, at the expense approval of the Company, an arrangement designed other party or parties to provide Buyer substantially equivalent benefits of each such Non-Assignable Contract in some other manner. Except as set forth in Article X herein, Buyer shall not have the right to terminate this Agreement or adjust the Purchase Price for (as defined hereinapplicable) as a result (I) the assignment of the failure applicable rights and obligations thereunder, (II) the entry into a new Contract or amendment between the Buyer or an Affiliate thereof, or (III) the continued operation of the existing Contract, notwithstanding the fact that the Company or its Subsidiary ceases to be Affiliates of the Seller Parties or any of its Affiliates following the consummation of the Contemplated Transactions, or (B) written confirmation from the other party or parties to obtain consent for a contract having a value of less than $25,000.00 individually such Non-Assignable Contract mutually satisfactory in form and substance to the Seller and the Buyer, that such consent, waiver or $250,000.00 in the aggregateapproval is not required.

Non-Assignable Contracts. To the extent that any Assumed Customer Contract is not capable of being assigned assignable or transferred transferable without the consent or waiver of the other party thereto or any third partyparty (including, but not limited to, any Governmental or Regulatory Authority) (a "Non-assignable Contract"), or if such assignment or transfer, transfer or attempted assignment or transfer, transfer would constitute a breach thereof (or a “Non-Assignable Contract”)violation of any Law or Order, neither this Agreement nor any Operative Documents shall not constitute an assignment or transfer of any such Non-Assignable Contracttransfer, or an attempted assignment or transfer thereof until such consent or waiver has been obtained, and the following provisions shall be applicable: 1.2.1. Seller shall use its best efforts, and Purchaser shall reasonably cooperate therewith, to obtain the consents and waivers referred to in Section 1.2. To the extent that any consent or waiver referred to in Section 1.2 is not obtained by Seller, Seller shall (A) provide to Purchaser at Seller's expense the benefits of any such Non-Assignable assignable Contract, (B) cooperate in any reasonable and lawful arrangement requested by Purchaser designed to provide such benefits to Purchaser; and (C) at the request of Purchaser, enforce for the account of Purchaser at Seller's expense any right of Seller arising from any such Non-assignable Contract against such other party or parties thereto (including the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser). 1.2.2. To the extent that Purchaser is provided the benefits pursuant to this Section 1.2 of any such Non-assignable Contract, Purchaser shall perform for the benefit of the other party or parties thereto, the obligations of Seller thereunder or in connection therewith, but only to the extent that (i) such performance would not result in any default thereunder or in connection therewith and (ii) such obligations would have been Assumed Obligations, but for the non-assignability or non-transferability thereof. 1.2.3. The Company shall have the continuing obligation after the Closing to use its best efforts to endeavor to obtain all necessary Consents to the assignment or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party Consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (or its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the first sentence provisions of this Section 2.5, after the Closing and until the requisite Consent is obtained and the foregoing is assigned and transferred to Buyer and the Company, the Company shall use its best efforts and cooperate with Buyer in endeavoring to obtain for Buyer, at the expense of the Company, an arrangement designed to provide Buyer substantially equivalent benefits of each such Non-Assignable Contract in some other manner. Except as set forth in Article X herein, Buyer 1.2 shall not have the right affect Seller's indemnification obligations pursuant to terminate this Agreement or adjust the Purchase Price (as defined herein) as a result of the failure of the Seller Parties to obtain consent for a contract having a value of less than $25,000.00 individually or $250,000.00 in the aggregateSection 8.

Non-Assignable Contracts. To the extent that (i) For purposes of this Agreement, any Assumed Contract is not capable (including any portion of being assigned any Mixed-Use Contract pursuant to Section 7.16(a)) or transferred any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent consent, waiver or waiver approval of the other party thereto or any third party, or if such assignment or transfer, or attempted assignment or transferparty thereto, would constitute a breach thereof or other contravention thereof, be ineffective with respect to either party thereto (including by the exercise of any termination right thereunder) or violate any applicable Law or any such Contract referred to in this Section 7.16(b)(i), or otherwise are subject to a counterparty termination right as a result of such assignment or transfer shall be deemed a “Non-Assignable Contract”. (ii) With respect to (x) any Contract to which Section 7.8 applies or (y) any Mixed-Use Contract to which Section 7.16(a) applies and, in the case of either clause (x) or clause (y), neither this Agreement nor any Operative Documents shall constitute an assignment or transfer of which is a Non-Assignable Contract, and, with respect to any such Non-Assignable Contract, any claim, right or an attempted assignment benefit arising thereunder or transfer of any such Non-Assignable Contract. The Company shall have resulting therefrom, the continuing obligation Seller and the Buyer will cooperate and use their respective commercially reasonable efforts to obtain as expeditiously as possible after the Closing to use its best efforts to endeavor to obtain all necessary Consents to date hereof (A) the assignment written consent, waiver or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party Consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (or its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the first sentence of this Section 2.5, after the Closing and until the requisite Consent is obtained and the foregoing is assigned and transferred to Buyer and the Company, the Company shall use its best efforts and cooperate with Buyer in endeavoring to obtain for Buyer, at the expense approval of the Company, an arrangement designed other party or parties to provide Buyer substantially equivalent benefits of each such Non-Assignable Contract in some other manner. Except as set forth in Article X herein, Buyer shall not have the right to terminate this Agreement or adjust the Purchase Price for (as defined hereinapplicable) as a result (I) the assignment of the failure applicable rights and obligations thereunder, (II) the entry into a new Contract or amendment between the Buyer or an Affiliate thereof, or (III) the continued operation of the existing Contract, notwithstanding the fact that the Company or its Subsidiary ceases to be Affiliates of the Seller Parties or any of its Affiliates following the consummation of the Contemplated Transactions, or (B) written confirmation from the other party or parties to obtain consent for a contract having a value of less than $25,000.00 individually such Non-Assignable Contract mutually satisfactory in form and substance to the Seller and the Buyer, that such consent, waiver or $250,000.00 in the aggregateapproval is not required.

Non-Assignable Contracts. To the extent that any Assumed Contract of the Purchased Assets (collectively, the “Rights” or individually, a “Right”) is not capable of being assigned or transferred without the approval, consent or waiver of the other party thereto or any third partyPerson, or if such assignment or transfer, or attempted assignment or transfer, the transfer of a Right would constitute a breach thereof (of any obligation under, or a “Non-Assignable Contract”)violation of, neither any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided in this Agreement nor any Operative Documents and without limiting the rights and remedies of the Buyer contained elsewhere in this Agreement, this Agreement shall not constitute an assignment agreement to transfer such Rights unless and until such approval, consent or transfer of any such Non-Assignable Contract, or an attempted assignment or transfer of any such Non-Assignable Contractwaiver has been obtained. The Company shall have the continuing obligation after the Closing to use its best efforts to endeavor to obtain all necessary Consents to the assignment or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party Consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (or its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the first sentence of this Section 2.5, after After the Closing and until the requisite Consent is obtained and the foregoing is assigned and all such Rights are transferred to Buyer and the CompanyBuyer, the Company shall Sellers, respectively, shall, to the extent permitted by applicable Law, use its best commercially reasonable efforts to: (a) maintain their corporate existence and cooperate hold the Rights, as bare trustees and agents for the Buyer; (b) comply with Buyer in endeavoring to obtain the terms and provisions of the Rights, as bare trustees and agents for the Buyer, at the expense of Buyer’s cost and for the Company, an arrangement Buyer’s benefit; (c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide Buyer substantially equivalent the benefits of each such Non-Assignable Contract in some other manner. Except as set forth in Article X hereinRights to the Buyer; and (d) enforce, at the request of the Buyer shall not have and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate this Agreement or adjust any such rights in accordance with the Purchase Price (as defined herein) as a result terms of such rights upon the written direction of the failure Buyer. In order that the full value of the Seller Parties Rights may be realized for the benefit of the Buyer, and provided, however, that the Sellers shall, to obtain consent for a contract having a the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants and obligations under the Rights, the Sellers shall, at the request and direction of the Buyer and at the Buyer’s expense, in the name of the Sellers or otherwise as the Buyer may specify, take all such action and do or cause to be done all such things as are, in the opinion of the Buyer acting reasonably, necessary or proper in order that the obligations of the Sellers under such Rights may be performed in such manner that the value of less than $25,000.00 individually such Rights is preserved and enures to the benefit of the Buyer, and that any moneys due and payable and to become due and payable to the Sellers in and under the Rights are received by or $250,000.00 for the benefit of the Buyer. The Sellers shall promptly pay to the Buyer all moneys collected by or paid to it in respect of every such Right net of the aggregateaggregate amount of any related out-of-pocket costs and expenses incurred by Sellers, which costs and expenses were for the Buyer’s account as herein prescribed.

Non-Assignable Contracts. To the extent that (i) For purposes of this Agreement, any Assumed Contract is not capable (including any portion of being assigned any Mixed-Use Contract pursuant to Section 7.11(a)) or transferred any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent consent, waiver or waiver approval of the other party thereto or any third party, or if such assignment or transfer, or attempted assignment or transferparty thereto, would constitute a breach thereof or other contravention thereof, be ineffective with respect to either party thereto (including by the exercise of any termination right thereunder) or violate any applicable Law or any such Contract referred to in this Section 7.11(b)(i), or otherwise are subject to a counterparty termination right as a result of such assignment or transfer shall be deemed a “Non-Assignable Contract”. (ii) With respect to (x) any Contract to which Section 7.9 applies or (y) any Mixed-Use Contract to which Section 7.11(a) applies and, in the case of either clause (x) or clause (y), neither this Agreement nor any Operative Documents shall constitute an assignment or transfer of which is a Non-Assignable Contract, and, with respect to any such Non-Assignable Contract, any claim, right or an attempted assignment benefit arising thereunder or transfer of any such Non-Assignable Contract. The Company shall have resulting therefrom, the continuing obligation Seller and the Buyer will cooperate and use their respective commercially reasonable efforts to obtain as expeditiously as possible after the Closing to use its best efforts to endeavor to obtain all necessary Consents to date hereof (A) the assignment written consent, waiver or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party Consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (or its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the first sentence of this Section 2.5, after the Closing and until the requisite Consent is obtained and the foregoing is assigned and transferred to Buyer and the Company, the Company shall use its best efforts and cooperate with Buyer in endeavoring to obtain for Buyer, at the expense approval of the Company, an arrangement designed other party or parties to provide Buyer substantially equivalent benefits of each such Non-Assignable Contract in some other manner. Except as set forth in Article X herein, Buyer shall not have the right to terminate this Agreement or adjust the Purchase Price for (as defined hereinapplicable) as a result (I) the assignment of the failure applicable rights and obligations thereunder, (II) the entry into a new Contract or amendment between the Buyer or an Affiliate thereof or (III) the continued operation of the existing Contract, notwithstanding the fact that the Company or its Subsidiary ceases to be Affiliates of the Seller Parties or any of its Affiliates following the consummation of the Contemplated Transactions, or (B) written confirmation from the other party or parties to obtain consent for a contract having a value of less than $25,000.00 individually such Non-Assignable Contract mutually satisfactory in form and substance to the Seller and the Buyer, that such consent, waiver or $250,000.00 in the aggregateapproval is not required.