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 Founder shall, at the request and under the direction of Buyer and in the name of Seller or otherwise (as Buyer shall specify), make commercially reasonable 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 shall be construed as an attempt to assign, and Buyer shall not assume any Liabilities liabilities or obligations with respect to, any Contract contract, lease, agreement 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 party or parties’ consent was not so obtainedparties assert in writing that such assignment is a breach of such contract, lease or agreement, or as to which all the remedies for the enforcement thereof enjoyed by Seller the Company would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Seller Each of the Company and Founder each of the Partners shall, at the request and under the direction of Buyer, take all reasonable actions (including the appointment of Buyer as attorney-in-fact for the Company) and in the name of Seller or otherwise (as Buyer shall specify), make commercially reasonable 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 the Company under such Contracts contracts, leases, agreements or Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller the Company in and under every such Contract contract, agreement or Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Notwithstanding To the foregoingextent that Buyer is provided the rights and benefits of the Company under any such contracts, provided Seller and/or Founder has exercised commercially reasonable efforts to do soleases, agreements or Permits, Buyer shall perform for the failure to receive such consideration shall not be deemed benefit of the other parties thereto the obligations of the Company thereunder and pay, discharge and satisfy any related liabilities or obligations that, but for the terms of this Section 1.1(e), would constitute an event of default under this Agreement or any Ancillary AgreementAssumed Liability hereunder.

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 Founder 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), make commercially take all reasonable efforts to 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, 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 AgreementBuyer 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 Bxxxx as an incident of the assignments provided for by this Agreement. Seller and Founder Parent shall, at the request and under the direction of Buyer and in the name of Seller or otherwise (as Buyer shall specify), make commercially take all reasonable efforts to 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. 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.