Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. To the extent that any Assigned Contract for which assignment to Buyer is provided herein is not assignable without the consent of another party as set forth in Schedule 3.8(b), this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Parent, the Companies and Buyer agree to use their respective reasonable best efforts to obtain the consent of such other party to the assignment of any such Assigned Contract to Buyer in all cases in which such consent is or may be required for such assignment. If any such consent shall not be obtained, then Parent and each Company agrees to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Assigned Contract, including enforcement at the cost and for the account of Buyer of any and all rights of Parent or the applicable Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer, upon notice to Parent, shall have no obligation pursuant to Section 2.2 or otherwise with respect to any such Assigned Contract, in which case any such Assigned Contract shall be excluded from the Purchased Assets and treated as an Excluded Asset, and the related Liability shall be excluded from the Assumed Liabilities and treated as an Excluded Liability. Nothing in this Section 2.1(c) shall limit or otherwise affect the conditions to the obligations of Buyer described in Section 6.2(g) and Section 6.2(h).

Non-Assignable Contracts. To Notwithstanding anything in this Agreement to the extent that any Assigned Contract for which assignment to Buyer is provided herein is not assignable without the consent of another party as set forth in Schedule 3.8(b)contrary, this Agreement shall not constitute an assignment agreement to assign any of the Assigned Contracts or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof thereof, without the consent of a third party thereto, would constitute a default thereunder or in any way adversely affect the rights of the Purchaser thereunder or thereto. Without in any way limiting the Company’s obligation to obtain the consents required as a condition to Closing as provided in this Agreement for the sale, transfer, assignment and delivery of the Assigned Contracts and other Purchased Assets to the Purchaser hereunder, if any such consent is not obtained or if such assignment or attempted assignment would constitute a breach thereof. Parentis not permitted irrespective of consent and the Closing hereunder is consummated, following the Closing Date, the Companies and Buyer agree to Company shall use their respective commercially reasonable best efforts to obtain the consent of such other party to the assignment of any such Assigned Contract to Buyer in all cases in which such consent is or may be required for such assignment. If any such consent and shall not be obtained, then Parent and each Company agrees to cooperate with Buyer the Purchaser in any reasonable arrangement designed to provide for Buyer the benefits intended Purchaser with the rights and benefit (subject to be assigned to Buyer the obligations and liabilities) under any such Assumed Contract or other Purchased Asset; provided that the relevant Assigned Contract, including enforcement at Purchaser shall indemnify and hold harmless the cost Company and for the account of Buyer of its Affiliates from any and all rights of Parent Liabilities arising from or based on the applicable Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and Company’s actions taken pursuant to the extent that arrangements expressly requested or expressly directed by the Purchaser (or such arrangement cannot be madenon-action as expressly requested or expressly directed by the Purchaser, Buyer, upon notice to Parent, shall have no obligation as the case may be) pursuant to Section 2.2 or otherwise with respect to any such Assigned Contract, in which case any such Assigned Contract shall be excluded from the Purchased Assets and treated as an Excluded Asset, and the related Liability shall be excluded from the Assumed Liabilities and treated as an Excluded Liability. Nothing in this Section 2.1(c) shall limit or otherwise affect the conditions to the obligations of Buyer described in Section 6.2(g) and Section 6.2(h)7.07.

Non-Assignable Contracts. To the extent that any Assigned Assumed Contract for which assignment to Buyer is provided herein is not assignable capable of being assigned or transferred without the consent or waiver of another 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 Schedule 3.8(b)Article X herein, Buyer shall not have the right to terminate this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute adjust the Purchase Price (as defined herein) as a breach thereof. Parent, result of the Companies and Buyer agree to use their respective reasonable best efforts 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 consent of such other party to the assignment of any such Assigned Contract to Buyer in all cases in which such consent is or may be required for such assignment. If any such consent shall not be obtained, then Parent and each Company agrees to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Assigned Contract, including enforcement at the cost and for the account of Buyer of any and all rights of Parent or the applicable Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer, upon notice to Parent, shall have no obligation pursuant to Section 2.2 or otherwise with respect to any such Assigned Contract, in which case any such Assigned Contract shall be excluded from the Purchased Assets and treated as an Excluded Asset, and the related Liability shall be excluded from the Assumed Liabilities and treated as an Excluded Liability. Nothing in this Section 2.1(c) shall limit or otherwise affect the conditions to the obligations of Buyer described in Section 6.2(g) and Section 6.2(h)aggregate.