Common use of Nonassignable Assets Clause in Contracts

Nonassignable Assets. Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not assume any Liabilities with respect to, any Contract or Permit intended to be included in the Acquired Assets that by applicable Law is non-assignable, or that by its terms is non-assignable without the consent of the other party or parties thereto to the extent such party’s or parties’ consent was not so obtained, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Seller and the Shareholders shall, at the request and under the direction of Buyer and in the name of Seller or otherwise (as Buyer shall specify), take all reasonable actions and do or cause to be done all such things as shall in the reasonable judgment of Buyer be necessary or proper (a) to assure that the rights and benefits of Seller under such Contracts or Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller in and under every such Contract or Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyer.

Nonassignable Assets. Nothing in this Agreement shall be construed as an attempt to assign, and no Buyer Party shall not assume any Liabilities with respect to, any Contract or Permit intended to be included in the Acquired Assets that by applicable Law is non-assignable, or that by its terms is non-assignable without the consent of the other party or parties thereto to the extent such party’s or parties’ consent was not so obtained, or as to which all the remedies for the enforcement thereof enjoyed by any Asset Seller would not, as a matter of law, pass to any Buyer Party as an incident of the assignments provided for by this Agreement. Each Asset Seller and the Shareholders shall, at the request and under the direction of any Buyer Party and in the name of the applicable Asset Seller or otherwise (as such Buyer Party shall specify), take all reasonable actions and do or cause to be done all such things as shall in the reasonable judgment of such Buyer Party be necessary or proper (a) to assure that the rights and benefits of such Asset Seller under such Contracts or Permits shall be preserved for the benefit of Buyer Parties and (b) to facilitate receipt of the consideration to be received by such Asset Seller in and under every such Contract or Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyersuch Buyer Party.

Nonassignable Assets. Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not assume any Liabilities with respect to, any Contract or Permit intended to be included in the Acquired Assets that by applicable Law is non-assignable, or that by its terms is non-assignable without the consent of the other party or parties thereto to the extent such party’s or parties’ consent was not so obtained, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer B▇▇▇▇ as an incident of the assignments provided for by this Agreement. Seller and the Shareholders Parent shall, at the request and under the direction of Buyer and in the name of Seller or otherwise (as Buyer shall specify), take all reasonable actions and do or cause to be done all such things as shall in the reasonable judgment of Buyer be necessary or proper (a) to assure that the rights and benefits of Seller under such Contracts or Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller in and under every such Contract or Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyer.

Nonassignable Assets. Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not assume any Liabilities with respect to, any Contract or Permit intended to be included in the Acquired Assets that by applicable Law is non-assignable, or that by its terms is non-assignable without the consent of the other party or parties thereto to the extent such party’s or parties’ consent was not so obtained, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Seller and the Shareholders Founder shall, at the request and under the direction of Buyer and in the name of Seller or otherwise (as Buyer shall specify), take all make commercially reasonable actions and efforts to do or cause to be done all such things as shall in the reasonable judgment of Buyer be necessary or proper (a) to assure that the rights and benefits of Seller under such Contracts or Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller in and under every such Contract or Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Notwithstanding the foregoing, provided Seller and/or Founder has exercised commercially reasonable efforts to do so, the failure to receive such consideration shall not be deemed an event of default under this Agreement or any Ancillary Agreement.

Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign, and Buyer shall not assume assign or transfer any Liabilities with respect to, any Contract or Permit intended Lab Contracts to be included in the Acquired Assets that by applicable Law is non-assignable, or that Purchaser (i) which by its terms or by requirement of law is non-not assignable or transferable without a consent or is cancellable by a third party in the event of an assignment or transfer and (ii) for which such consent has not been obtained or such requirement of law has not been satisfied as of the other party Effective Date, unless and until such consent shall have been obtained or such requirement of law satisfied (as applicable) (such Lab Contracts, the “Nonassignable Contract”). Both parties thereto shall as promptly as practicable use their respective reasonable best efforts to obtain any consent that may be required and satisfy any requirement of law necessary to the extent assignment or transfer of a Nonassignable Contract to Purchaser; provided that neither Purchaser nor Seller shall be obligated to make any payments to any such party’s or parties’ third parties in order to obtain any such consent. Until a consent was not so to assignment of a Nonassignable Contract is obtained, Seller shall use reasonable best efforts to provide Purchaser the use of or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident economic benefits of the assignments provided for by this Agreement. Seller and the Shareholders shall, at the request and under the direction of Buyer and in the name of Seller or otherwise (as Buyer shall specify), take all reasonable actions and do or cause to be done all such things as shall in the reasonable judgment of Buyer be necessary or proper (a) to assure that the rights and benefits of Seller under such Contracts or Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller in and under every such Contract or Permit, which consideration shall be held for the benefit of, and shall be delivered to, BuyerNonassignable Contract.

Nonassignable Assets. Nothing in this Agreement Agreement, nor the consummation of the transactions contemplated hereby, shall be construed as an attempt or agreement to assign, and Buyer shall not assume assign or transfer any Liabilities with respect to, any Contract or Permit intended Conveyed Asset to be included in the Acquired Assets that by applicable Law is non-assignable, or that Purchaser which by its terms or by Law is non-assignable nonassignable without the consent of the other a third party or parties thereto is cancelable by a third party in the event of an assignment or transfer (each a “Nonassignable Asset”), unless and until such consent shall have been obtained. Exhibit D hereto contains a list of all such Nonassignable Assets. To the extent permitted by applicable Law and by the terms of the applicable Nonassignable Asset, such Nonassignable Asset shall be held, as of and from the Closing, by Seller for the benefit of Purchaser and all rights (to the extent such partyrights are Conveyed Assets) existing thereunder shall be for Purchaser’s or parties’ consent was not so obtained, or as to which all account. To the remedies for extent permitted by applicable Law and by the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident terms of the assignments provided for by this Agreement. applicable Nonassignable Asset, Seller and the Shareholders shall, at the request and under the direction of Buyer and in the name of Seller or otherwise (as Buyer shall specify), take all reasonable actions and do or cause to be done all taken, at Purchaser’s expense, such things actions as shall Purchaser may reasonably request which are required to be taken or appropriate in order to provide Purchaser with the reasonable judgment of Buyer be necessary or proper (a) to assure that the rights and benefits of Seller under such Contracts or Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller in and under every such Contract or Permit, which consideration shall be held for the benefit of, and shall be delivered to, BuyerNonassignable Asset.