Non-Assigned Contracts. All of the rights and interests, and all of the liabilities and obligations, of Transferor in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking entered into in connection with, or otherwise relating to, the Plant, that are identified on Schedule 1.2(b) (Non-Assigned Contracts) (collectively, the "Non-Assigned Contracts").
Non-Assigned Contracts. All of the rights and interests, and all of the liabilities and obligations, of each Asset Seller in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking set forth on the Schedule entitled "Non-Assigned Contracts" (collectively, the "Non-Assigned Contracts");
Non-Assigned Contracts. In the event and to the extent that Seller is not able to obtain any third party consent required to transfer and assign in full to Purchaser any and all its rights, title and interest in and to any Assumed Contract (a “Non-Assigned Contract”), notwithstanding the provisions of Section 2.1, such non-assignment shall not constitute a breach of this Agreement and shall not constitute a transfer and assignment of such Non-Assigned Contract, and Seller shall hold such Non-Assigned Contract in trust for the benefit of Purchaser pending such time as the Non-Assigned Contract can be transferred to Purchaser; provided, however, that until such Non-Assigned Contract is assigned to Purchaser and if Seller is otherwise in material compliance with this Section 6.2 (including by providing the benefits of such Non-Assigned Contract to Purchaser in accordance with this Section 6.2), then Purchaser shall be responsible for causing the performance in all material respects of all obligations of Seller under such Non-Assigned Contract, including payment obligations to the extent Purchaser shall be notified reasonably in advance thereof. Seller, without further consideration therefor from Purchaser, shall pay, assign and remit to Purchaser immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, Seller shall manage such Non-Assigned Contract as reasonably directed by Purchaser. Seller shall use its commercially reasonable efforts to obtain any required third party consents and assign and transfer in full all of its right, title and interest in and to each Non-Assigned Contract as soon as practicable after the Closing. Upon the receipt of any such consent, Seller shall promptly assign and transfer all of its right, title and interest in and to such Non-Assigned Contract to Purchaser in full, without payment of further consideration by Purchaser, and Purchaser shall assume such Non-Assigned Contract (to the extent required under this Agreement with respect to any Assumed Liability) and receive all such right, title and interest in and to such Non-Assigned Contract.
Non-Assigned Contracts. If there are any contracts relating to the Purchased Assets which are not assignable in whole or in part without the consent, approval or waiver of another party or parties to them, and such consents, approvals or waivers have not yet been obtained as of the Closing Date, then:
Non-Assigned Contracts. Notwithstanding anything contained in this Agreement:
Non-Assigned Contracts. Those Contracts set out in Schedule 2.2(e);
Non-Assigned Contracts. All of the rights and interests in, under or pursuant to, any license, lease, contract, agreement, commitment or undertaking relating to the Office Products Business set forth on Schedule 1.1(c)(iii), or that do not constitute a part of the Assets (collectively, the "Non-Assigned Contracts");
Non-Assigned Contracts. Seller shall not assign to Purchaser and Purchaser shall not assume any liability with respect to any agreements to which Seller is a party that relate to www.individualinvestor.com ("Non-Assigned Contracts"). Seller reprexxxxx xxxx Xxxxxxxxx xxxxx not be liable to any third party with respect to any Non-Assigned Contract. Notwithstanding the foregoing, Seller and Purchaser shall use reasonable efforts to obtain the consent of Interep for the assignment to Purchaser of Seller's rights and obligations from and after the date of the Closing pursuant to the Advertising Sales Representative Agreement dated as of April 1, 2000 between Seller and WIMS ("WIMS Sales Representative Agreement").
Non-Assigned Contracts. With respect to Contracts which are not assigned at the Closing Date, both Seller and Purchaser shall use their best efforts to (i) continue to attempt to effect such assignment, or (ii) locate an alternative distributor for the Product for the same geographic area. Failing either of (i) and (ii) of this Section 7.7 and during the period when such Contracts are not assigned to the Purchaser the Seller shall make purchases of Product from the Purchaser, as distributor of Purchaser pursuant to a distributorship agreement on ordinary and customary terms and in particular the relevant price for the Products in the applicable non-assigned Contracts, to be resold to the distributor who did not consent to the assignment at the relevant price specified in the applicable non-assigned Contracts.
Non-Assigned Contracts. All of the rights and interests of the Seller, the Company or SII—Arkansas in, under or pursuant to any Contract entered into in connection with the Business, as set forth on Schedule 1.3(ii) (collectively, the “Non-Assigned Contracts);
