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 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 Assets, including, without limitation, the Contracts and Licenses and Permits, to be assigned to the 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. The Seller shall use its best commercial efforts and at its expense, and the Purchaser shall cooperate where reasonable and appropriate, to obtain any consent necessary to any such assignment. If any such consent is not obtained, then the Seller shall cooperate with the Purchaser in any reasonable arrangement requested by the Purchaser designed to provide to the Purchaser the benefits under any such Contract, license, permit, approval or qualification, including enforcement of any and all rights of the Seller against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise, as long as such arrangement would not otherwise breach such Contract, license, permit, approval or qualification pursuant to its terms; provided, however that if the Purchaser receives the benefits under any such Contract, license, permit, approval or qualification pursuant to this Section 1.5, the Purchaser shall perform the Seller’s obligations, if any, set forth in such Contract, license, permit, approval or qualification.
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.
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 assignment of any Assumed Contract or Permit 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 Buyer, 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 Seller Parties thereunder. The Seller Parties shall use all reasonable efforts to procure consent to any such assignment. If any such consent is not obtained, the Seller Parties shall cooperate with Buyer in any reasonable arrangement requested by Buyer designed to provide for Buyer the benefit, monetary or otherwise, of any such Assumed Contract or Permit, including enforcement of any and all rights of the Seller Parties against the other party thereto arising out of breach or cancellation thereof by such party or otherwise. The Seller Parties shall promptly pay to Buyer when received all monies received by the Seller Parties under any Purchased Asset or any claim or right or any benefit arising thereunder after the Closing Date, except to the extent the same represents an Excluded Asset.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Contract or Authorization 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 without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of Purchaser or Seller thereunder; and any assignment to Purchaser of any interest under any such Contract or Authorization that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. Seller shall use its commercially reasonable efforts, and Purchaser shall cooperate where appropriate, to obtain any authorization, approval, consent or waiver necessary to any such assignment. If any such authorization, approval, consent or waiver is not obtained, Seller shall continue to use its commercially reasonable efforts to obtain any such authorization, approval, consent or waiver (provided that, in obtaining any such authorization, approval, consent or waiver, Seller shall not agree to any amendment, modification or supplement of any such Contract or Authorization, except with Purchaser's consent, which may be withheld by Purchaser in its reasonable discretion), and Seller (at its cost and expense) shall, to the greatest extent permitted by law and any such Contract or Authorization (including by acting as an agent of Purchaser), hold such Contract or Authorization or any claim, right or benefit arising thereunder or resulting therefrom in trust for the benefit of Purchaser or otherwise for the exclusive use and benefit of Purchaser such that Purchaser receives the interest of Seller in the benefits therefrom until such time as such authorization, approval, consent or waiver is obtained and Purchaser, to the extent it receives the benefits of such Contract or Authorization, shall indemnify Seller with respect to Seller's obligations under such Contract or Authorization. Notwithstanding the foregoing, Seller and Shareholders, on the one hand, and Purchaser, on the other, agree to each bear 50% of any costs or fees associated with obtaining the consent to the assignment to Purchaser of Seller's real estate lease with Prenxxxx Xxxperty Services, AMO. In the event that Purchaser suffers Losses as a result of the failure of such consent to be obtained, Seller and...
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 of the Purchased Assets shall require the consent of any other party, this Agreement shall not constitute a contract to assign the same to the extent that an attempted assignment would constitute a breach of any document, agreement or understanding governing the Purchased Assets.
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 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.
