Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, of any asset that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable law or would require any governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such asset or an attempt thereof; provided, however, if such failure causes a failure of any of the conditions to Buyer's obligations to consummate the transactions contemplated by this Agreement, the Closing shall proceed only if Buyer elects, in its sole discretion, to waive such conditions. In the event that the Closing proceeds without the transfer or assignment of any such asset, then following the Closing, the parties shall use their reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration for any such authorization, approval, consent or waiver other than filing, recordation or similar fees which shall be paid by the party who is required by law or this Agreement to do so. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Sellers the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 2.10 of any Contract, Buyer shall perform for the benefit of the other Persons that are parties thereto the obligations of Sellers thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such obligations or related liabilities to Buyer, would be a direct obligation of Buyer, and in any event would be considered an Assumed Liability. Once authorization, approval, ...
Nonassignability of Assets. (a) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, to the extent that any sale, conveyance, transfer, assignment, sublease, sublicense, or delivery (each a “Transfer” and the term “Transferred” as used herein shall have a meaning correlative to the foregoing), or any attempted Transfer of any Contract, Intellectual Property or other asset, property or right that would be a Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”), would constitute a breach under such Interest or a violation of any applicable Laws, or such Interest is not capable of being Transferred without any third party Consent which has not been obtained by (or does not remain in full force and effect at) the Closing, neither this Agreement nor any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereof, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or such Consent is obtained, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer of such Retained Interest unless such failure causes a failure of any of the conditions to Closing set forth in Article 8, in which event the Closing shall proceed only if the failed condition is waived by the party entitled to the benefit thereof.
Nonassignability of Assets. If the Closing proceeds without the Transfer of any Contributed Asset because Hxxxxx was not able to make or obtain any Governmental Authorization other than a Required Governmental Authorization or any consent, approval, authorization, license or waiver from a non-Government Entity other than a Hxxxxx Required Third Party Consent, then the parties shall cooperate with each other and use their commercially reasonable efforts to obtain such Governmental Authorization or consent, approval, authorization, license or waiver and effect such Transfer; provided, however, that the foregoing shall not be construed to require any party to pay any consideration therefor other than filing, recordation or similar fees which shall be paid by Newco. Until such Governmental Authorization or consent, approval, authorization, license or waiver is obtained, Newco and Hxxxxx shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of effecting such Transfer. Hxxxxx shall hold in trust for and pay to Newco promptly upon receipt thereof, all income received by Hxxxxx or any of its Subsidiaries in connection with its use of the Contributed Assets not so Transferred (net of any Taxes), and Newco shall pay to Hxxxxx, promptly upon receipt of any invoice from Hxxxxx, all Losses incurred by Hxxxxx or any of its Subsidiaries in connection with such use.
Nonassignability of Assets. (a) To the extent that any lease, contract, license, permit, agreement, sales or purchase order, commitment, property interest, qualification or other assets described in this Agreement as being sold, assigned, transferred, set over or delivered to Genesis OLP (each, a "Commitment") or any claim, right or benefit arising thereunder or resulting therefrom (collectively with the Commitment it arises or results from, an "Interest"), is not capable of being sold, granted, conveyed, assigned, transferred, set over or delivered without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a government or governmental authority), or if such sale, assignment, grant, conveyance, transfer, set over or delivery or attempted sale, grant, conveyance, assignment, transfer set over or delivery would be invalid, would destroy or eliminate such Interest, or would constitute a breach of such Commitment or a violation of any Law, this Agreement shall not constitute a sale, grant, conveyance, assignment, transfer, set over or delivery thereof, or an attempted sale, grant, conveyance, assignment, transfer, set over or delivery thereof in the absence of such approval, consent or waiver. The obligations of Genesis OLP and the Transferor with respect to such Interests will be governed by clause (b) hereof.
Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, sublicense, transfer, conveyance or delivery (the Transfer, and the term Transferred has meaning correlative to the foregoing), or attempted Transfer, to the Purchaser of any asset (including any Product Approval or Product Application) that would be a Transferred Asset, or any claim or right or any benefit arising thereunder or resulting therefrom or any asset, claim, right or benefit of a Transferred Subsidiary is prohibited by any Applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit.
Nonassignability of Assets. To the extent that the sale, assignment or transfer to Purchaser of any asset that is intended to be a Purchased Asset would require any third party approval and such approval shall not have been obtained prior to the Closing, at Purchaser's option, the Closing shall proceed without the sale, assignment or transfer of any such asset and (i) the asset (and its related liabilities) will not be considered a Purchased Asset or an Assumed Liability for the purposes hereof unless and until such approval has been obtained; (ii) the parties shall use their reasonable best efforts to obtain such approval; and (iii) pending such approval the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangement designed to provide Purchaser with the economic and operational equivalent of the use of such asset and its related liabilities.
Nonassignability of Assets. (a) Notwithstanding anything to the contrary set forth herein, except with respect to Commingled Contracts and Dual-Use Contracts (which are addressed in Section 1.4), to the extent that the Transfer or attempted Transfer or Assumption or attempted Assumption contemplated by Article I is (i) prohibited by any applicable Law or (ii) without a Consent would (A) constitute a breach or other contravention of such Asset or Liability, (B) subject a Party or any of their respective officers, directors, agents or Affiliates, to civil or criminal liability, or (C) be ineffective, void or voidable and such Consent has not been obtained prior to the Spinco Distribution, then, in each case, subject to the conditions to the Spinco Distribution set forth in Section 3.3, the Spinco Distribution shall proceed without such Transfer or Assumption. In the event the Spinco Distribution proceeds without such Transfer or Assumption, then such Transfer or Assumption shall nevertheless be regarded as having occurred for purposes of the calculations required under Section 1.3.
Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment or delivery to Purchaser of any asset that would be a Purchased Asset or any claim or right arising thereunder is prohibited by any applicable law or would require any governmental or third party authorizations, consents or waivers, and such authorizations, consents or waivers shall not have been obtained prior to the Closing, and the Purchaser has elected to proceed with such Closing without the transfer or assignment of any such asset, this Agreement shall not constitute a sale, assignment, transfer or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer or assignment of any such asset, then following the Closing, the Parties shall use commercially reasonable efforts and cooperate with each other to obtain promptly such authorizations, consents or waivers. Pending such authorization, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing without liability to Seller.
Nonassignability of Assets. To the extent that any license, permit, agreement, lease, sales or purchase order, commitment or other contract, property interest, qualification or asset described in this Agreement as being sold, assigned, transferred or conveyed to the Buyer by the Seller (collectively the "Commitments") or any claim, right or benefit arising thereunder or resulting therefrom (collectively, together with the Commitments, the "Interests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third Person, including a government or governmental or regulatory authority, or if such sale, assignment, transfer or conveyance or attempted sale, assignment, transfer or conveyance would be invalid, or would destroy, terminate or eliminate (or permit any other Person to destroy, terminate or eliminate) the Interests related thereto, or would constitute a breach of a Commitment or a violation of any law, rule or regulation then any provision in this Agreement or any specific conveyance to the contrary notwithstanding, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof or an attempted sale, assignment, transfer or conveyance thereof, but the Seller and the Buyer shall do such acts and
Nonassignability of Assets. From and after the date of this Agreement, Buyer and Seller shall use their respective reasonable best efforts to obtain the written consent, from each party (other than Seller or any of its Affiliates) (each a “Counterparty”) to each Assigned Contract, to the assignment and assumption of such Assigned Contract at Closing. Without limiting the foregoing, Buyer’s efforts shall include entering into a master agreement or similar enabling agreement with any such Counterparty, on substantially the same terms as those in place on the date hereof in a master or enabling agreement between Seller and such Counterparty, in connection with the assignment to Buyer of one or more purchase orders or similar Contracts that represent Assigned Contracts subject to such master agreement or enabling agreement with Seller. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Transferred Asset (including any Assigned Contracts) or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers (including as described on Schedule 3.3), and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset as identified in writing by either Party to the other Party, not less than five (5) days prior to the Closing Date, unless such failure causes a failure of any of the conditions to Closing set forth in Section 6.1(d), Section 6.1(e), Section 6.2(d) or Section 6.2(e), in which event the Closing shall proceed only if the failed condition is waived by the Party entitled to the benefit thereof in accordance with such closing condition. In the event that the failed condition is waived and the Closing proceeds without the transfer, sublease or assignment of any such asset, then (i) such asset shall be regarded as a Transferred Asset for purposes of the calculations required under Section 2.8 if such asset is a current asset and (ii) following the Closing, the Parties shall continue to use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizatio...
