Nonassignable Contracts and Authorizations Clause Samples
Nonassignable Contracts and Authorizations. (a) To the extent that any Assumed Contract is not capable of being assigned or transferred without the consent or waiver of the other party thereto or any third party (including a government or governmental unit), and such consent or waiver has not been given, or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment or transfer thereof, or an attempted assignment or transfer of any such Assumed Contract.
(b) Subject to Section 1.6(b)(x) and Section 5.3 which make the Material Consents a condition to Buyer’s obligations under this Agreement, Seller agrees that prior to, and for a reasonable period of time after the Closing Date, Seller shall cooperate with Buyer to assist Buyer in obtaining such other licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies in connection with: (i) the execution and delivery of this Agreement; (ii) the consummation of the transactions contemplated hereby; (iii) the ownership by Buyer of the Acquired Assets; or (iv) the conduct by Buyer of the Business as currently conducted by Seller, as are set forth in Schedule 1.7(b) hereto (the “Non-Material Consents”).
(c) To the extent that any Non-Material Consents or waivers are not obtained by Seller, Seller and Buyer shall cooperate with each other to establish, to the extent practicable, arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the benefits and obligations under such licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies being apportioned in a manner that is in accordance with the purpose and intention of this Agreement.
Nonassignable Contracts and Authorizations. If any Assumed Contract is not capable of being assigned or transferred without the consent or waiver of a third party (including a governmental authority), and such consent or waiver has not been given, or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment or transfer thereof, or an attempted assignment or transfer of any such Assumed Contract. Notwithstanding the foregoing, Seller Parties shall be responsible for and shall take any and all commercially reasonable action, at their sole expense, to obtain the consent, approval or waiver of any third party required to assign or transfer an Assumed Contract to Buyer.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Assumed Contract shall require the consent of any other party thereto, or shall be subject to any option in any other person by virtue of a request for permission to assign or transfer or by reason of or pursuant to any transfer to Purchaser, this Agreement shall not constitute a contract to assign the same to the extent that an attempted assignment would either constitute a breach thereof or in any way adversely affect the rights or obligations of Purchaser or Seller thereunder. Seller and Purchaser shall each use all reasonable efforts to procure consent to any such assignment. If any such consent is not obtained, Seller shall cooperate with Purchaser in any reasonable arrangement requested by Purchaser designed to provide for Purchaser the benefit, monetary or otherwise, of any such Assumed Contract, including enforcement of any and all rights of Seller against the other party thereto arising out of breach or cancellation thereof by such party or otherwise; provided, however, that Seller shall not have any obligation to compensate Purchaser for the value, if any, of the benefits Purchaser fails to receive as a result of such consent not being obtained as long as Seller complies with this Section 15. Seller shall promptly pay to Purchaser when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Contract issue or the Authorization which is to be assigned to the Purchaser shall require the consent of any other Person, this Agreement shall not constitute a contract to assign the same if an assignment of such Contract or Authorization would constitute a breach thereof. The Seller shall use commercially reasonable efforts, for a period of ninety (90) days following the Closing, and the Purchaser shall cooperate where appropriate, to obtain any consent necessary for any such assignment requested by Purchaser. After such ninety (90) day period, Seller shall have no further obligation to Purchaser (but Seller will be obligated to the other party to the Contract) with respect to any such Contracts or Authorizations that were not assigned.
Nonassignable Contracts and Authorizations. To the extent that the sale, transfer or assignment hereunder of any of the Purchased Assets, including the Assigned Rights, requires the consent of any other party, this Agreement shall not constitute a contract to sell, transfer or assign the same to the extent that an attempted sale, transfer or assignment would constitute a breach of any document, agreement or understanding governing such rights or assets. Seller shall use its commercially reasonable efforts both prior to and after the Closing and Purchaser shall cooperate where appropriate to obtain any consent necessary to any such sale, transfer or assignment. Until any such consent is obtained or if any such consent is not obtained, Seller shall cooperate with Purchaser in any reasonable arrangement requested by Purchaser designed to provide to Purchaser the benefits under any such rights or assets hereunder, including enforcement of any and all rights of Seller against any other party with respect thereto.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any contract or any license, permit, approval or qualification issued or to be issued by any government or agency or instrumentality thereof relating to the Business or the Purchased Assets, including, without limitation, the Licenses and Permits, to be assigned to Purchaser pursuant to this Agreement shall require the consent of any other party, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. Seller shall use its best commercial efforts, and Purchaser shall cooperate where appropriate, to obtain any consent necessary to any such assignment. If any such consent is not obtained, then Seller shall cooperate with Purchaser in any reasonable arrangement requested by Purchaser designed to provide to Purchaser the benefits under any such contract, license, permit, approval or qualification and the Licenses and Permits, including enforcement of any and all rights of Seller against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise.
Nonassignable Contracts and Authorizations. (a) To the extent that any of the Assumed Contracts is not capable of being assigned or transferred without the consent or waiver of the other party thereto or any third party (including a government or governmental unit), or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment or transfer thereof, or an attempted assignment or transfer of any such Assumed Contract.
(b) Seller agrees that prior to, and for a reasonable period of time after the Closing Date (as defined in Section 3.1) not to exceed ninety (90) days, Seller shall cooperate with Buyer to assist Buyer in obtaining such other licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies in connection with: (i) the execution and delivery of this Agreement; (ii) the consummation of the transactions contemplated hereby; and (iii) the ownership by Buyer of the Acquired Assets (the "Material Consents").
(c) To the extent that any Material Consents or waivers are not obtained by Seller, Seller and Buyer shall cooperate with each other to establish, to the extent practicable, arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the benefits and obligations under such licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies being apportioned in a manner that is in accordance with the purpose and intention of this Agreement.
Nonassignable Contracts and Authorizations. To the extent that the assignment of the Purchased Assets causes any infringement upon the Company's obligations pursuant to Contracts signed by and between the Company and third parties, or any license, permit, approval or instrumentality granted to the Company by any third party, in connection with the Purchased Assets, this Agreement shall not constitute a contract to assign the same.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Contract or Permit shall require the consent of any other party thereto, or shall be subject to any option in any other person, this Agreement shall not constitute a contract to assign the same to the extent that an attempted assignment would either constitute a breach thereof or in any way adversely affect the rights or obligations of Buyer or the Sellers thereunder. The Sellers shall use all reasonable efforts to procure consent to any such assignment other than the obligation to expend monies. If any such consent is not obtained, the Sellers shall cooperate with Buyer in any reasonable arrangement requested by Buyer designed to provide for Buyer the benefit, monetary or otherwise, of any such Contract or Permit, including enforcement of any and all rights of the Sellers against the other party thereto arising out of breach or cancellation thereof by such party or otherwise. The Sellers shall promptly pay to Buyer when received all monies received by the Sellers under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.
Nonassignable Contracts and Authorizations. To the extent that the assignment of the Purchased Assets causes any infringement upon the Company's obligations pursuant to any license, permit, approval or instrumentality granted to the Company by any third party, in connection with, or any Contract which provides for joint ownership of, the Purchased Assets (or any part thereof), this Agreement shall not constitute a contract to assign the same. Seller shall cooperate with Purchaser (as expeditiously as possible) in any commercially feasible arrangement requested by Purchaser which shall provide to Purchaser the benefits under any such Contract, license, permit, approval or instrumentality, including enforcement of any and all rights of Seller against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise.