Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement.
Nonassignable Contracts and Permits. To the extent that any contract or permit (including any consent, approval or authorization of any governmental authority) for which assignment to the Buyer is provided for in this Agreement is not assignable without the consent of another Person, including an applicable governmental authority, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. The Seller Entities and the Buyer shall continue to use their commercially reasonable efforts to obtain the consent of such other Person to the assignment of any such contract or permit to the Buyer in all cases in which such consent is or may be required for such assignment. If such consent shall not be obtained, the Seller Entities and the Buyer shall cooperate with each other in any reasonable arrangement designed to provide the Buyer with the benefits under any such contract or permit to the extent lawful and the Buyer shall be obligated to perform the obligation with respect thereto, any other provision of this Agreement to the contrary notwithstanding.
Nonassignable Contracts and Permits. (a) Nothing in this Agreement shall be construed as an attempt to assign to Buyer any contract, commitment, or other agreement or permit, license or authorization which is by law or its terms nonassignable or the assignment of which would constitute a violation of statute, rule, regulation, contract, commitment or other agreement.
Nonassignable Contracts and Permits. To the extent that the assignment hereunder by Seller to Buyer of any Assumed Contract or Permit is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract or Permit, and Buyer shall assume no obligations or liabilities under any such Assumed Contract or Permit. Seller shall use commercially reasonable efforts to advise Buyer promptly in writing with respect to any Assumed Contract or Permit which Seller knows or has substantial reason to believe will or may not be assignable to Buyer. Without in any way limiting Seller’s obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Purchased Assets to Buyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract or Permit, including enforcement for the benefit of Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Assumed Contract or Permit by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.
Nonassignable Contracts and Permits. In the case of any Haynesville Assets constituting Contracts or Permits that are not by their terms assignable or that require the consent of a Third Party in connection with the transfer by HS (including Haynesville Rights-of-Way and Surface Rights Agreements), the Parent Parties will use their reasonable commercial efforts to obtain or cause to be obtained in writing prior to the Closing Date any consents necessary to convey the benefits thereof (except for consents customarily obtained after closing in comparable transactions and as agreed by the Parties), and if such consents are not obtained, the applicable Contracts or Permits will be deemed not to have been transferred as of the Closing Date. If the consent of any Third Party is not obtained prior to the Closing Date and the Closing occurs notwithstanding the failure to obtain such consent, the applicable Contract or Permit shall not be assigned to Newco, the Parent Parties will continue to hold such Contract or Permit in trust for the benefit of JVP, and the Parent Parties will continue to use its commercially reasonable efforts to obtain all of such consents promptly. Parent Parties shall be responsible for the costs incurred in connection with its efforts to obtain the necessary consents. JVP will assist the Parent Parties in such manner as may be reasonably requested in connection with the foregoing, including by participating in discussions and negotiations with all persons or entities with the authority to grant or withhold such consent, provided, however, that, such assistance will not be deemed to require any expenditure of money on the part of JVP, whether before or after the Closing Date. During such period in which the applicable Contract or Permit is not capable of being assigned to Newco due to the failure to obtain any required consent, the Parent Parties will make or cause to be made such arrangements as shall be acceptable to JVP and sufficient to enable Newco to receive all the economic benefits and other appropriate rights and benefits under such Contract or Permit accruing on and after the Closing Date.
Nonassignable Contracts and Permits. 1.3.1. Nonassignability. Without limiting or otherwise affecting the rights of Purchaser pursuant to Articles VII or X, to the extent that any Contract or Permit to be assigned pursuant to the terms of Sections 1.1.2, 1.1.6, 1.1.7(b), or 1.1.8 is not capable of being assigned (each a "Nonassignable Contract or Permit"), without the consent, approval, or waiver of any Person (including without limitation a Governmental Entity), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any applicable foreign or United States federal, state, or local law, statute, ordinance, regulation, order, writ, injunction, or decree ("Law"), nothing in this Agreement will constitute an assignment or require the assignment thereof prior to the time at which all consents, approvals, and waivers necessary for such assignment shall have been obtained.
Nonassignable Contracts and Permits. To the extent that the assignment hereunder by the Company to the Buyer of any contract or agreement is not permitted or is not permitted without the consent of any other party to the contract or agreement, this Agreement shall not be deemed to constitute an assignment of any such contract or agreement if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such contract or agreement, and the Buyer shall not assume any obligations or liabilities thereunder. In such event, the Company shall continue to be obligated to, and shall use its reasonable efforts to, obtain such consents and shall cooperate with the Buyer in any arrangement designed to provide the Buyer with the rights and benefits (subject to the obligations) under any such contracts, agreements or permits.
Nonassignable Contracts and Permits. (a) Nonassignability. To the extent that any Contract to be assigned ---------------- pursuant to the terms of Section 1.1(h) or any license, permit, authorization or approval to be assigned pursuant to the terms of Section 1.1(k) is not capable of being assigned without the consent, approval or waiver of a third person or entity (including a Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any law (each, a "Nonassignable Contract"), nothing in this Agreement shall constitute an assignment or require the assignment thereof prior to the time at which all consents, approvals and waivers necessary for such assignment shall have been obtained.
Nonassignable Contracts and Permits. In the case of any Purchased Assets constituting Contracts or Permits that are not by their terms assignable or that require the consent of a third party in connection with the Transfer by Seller, Seller at its expense will use its reasonable commercial efforts to obtain or cause to be obtained in writing prior to the Closing Date any consents necessary to convey the benefits thereof, and if consent is not obtained, the applicable Contracts or Permits will be deemed not to have been Transferred as of the Closing Date. Purchaser will assist Seller in such manner as may be reasonably requested in connection therewith, including by participating in discussions and negotiations with all persons or entities with the authority to grant or withhold such consent. If the consent of any third party is not obtained prior to the Closing Date and the Closing occurs notwithstanding the failure to obtain such consent, Seller will use its reasonable commercial efforts to assist Purchaser in such manner as may reasonably be requested by Purchaser for the purpose of obtaining such consent promptly. During such period in which the applicable Contract or Permit is not capable of being assigned to Purchaser due to the failure to obtain any required consent, Seller will make such arrangements as may be reasonably necessary to enable Purchaser to receive all the economic benefits under such Contract or Permit accruing on and after the Closing Date (including, to the extent permissible, through a sub-contracting, sub-licensing or similar arrangement). Seller warrants that the Contracts or Permits that are not by their terms assignable or that require the consent of a third party in connection with the transfer by Seller are disclosed on Schedule 2.3.
Nonassignable Contracts and Permits. If any of the Purchased Contracts, Permits or Books and Records shall require the consent of any party thereto other than Seller, LOL or any of their Affiliates, this Agreement shall not constitute an agreement to assign the same, and such Purchased Contract, Permit or Book or Record shall not be assigned to or assumed by Buyer if an actual or attempted assignment thereof would constitute a breach or default thereunder or a violation of Law. Each of Seller and LOL shall use its commercially reasonable efforts to obtain such consents, to the extent required, of such other parties to the Purchased Contracts, Permits or Books or Records. If any such consent cannot be obtained, Seller, LOL and Buyer shall cooperate in any reasonable arrangement designed to obtain for Buyer all benefits and privileges of the applicable Purchased Contract, Permits or Book or Record while protecting Seller, LOL and their Affiliates, as applicable, from continuing liabilities or obligations thereunder.
