Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers to Buyer of any Assumed Contract 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 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, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contract 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. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by Seller to Purchasers of the Sellers to Buyer of any Assumed Contract Contracts is not permitted or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract 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, and Buyer Purchasers shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Seller shall advise Buyer Purchasers promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers it knows, should know or have substantial has reason to believe know that it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer Purchasers hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date Purchasers in any reasonable arrangement, excluding payment of money arrangement designed by the Sellers to Buyer, designed Purchasers to provide Buyer Purchasers with the rights and benefits (benefits, subject to the obligations) , under such Assumed the Contract, including enforcement for the benefit of Buyer Purchasers of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party person and, if requested by BuyerPurchasers, acting Seller shall act as an agent on behalf of Buyer Purchasers or as Buyer Purchasers shall otherwise reasonably require, in each case at Seller's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date.

Nonassignable Contracts. Notwithstanding anything to the contrary hereinExcept as set forth on Schedule 8.5, to the extent that the assignment hereunder by Seller to Purchasers of the Sellers to Buyer of any Assumed Contract Contracts is not permitted or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract 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, and Buyer Purchasers shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Seller shall advise Buyer Purchasers promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers it knows, should know or have substantial has reason to believe know that it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer Purchasers hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date Purchasers in any reasonable arrangement, excluding payment of money arrangement designed by the Sellers to Buyer, designed Purchasers to provide Buyer Purchasers with the rights and benefits (benefits, subject to the obligations) , under such Assumed the Contract, including enforcement for the benefit of Buyer Purchasers of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party person and, if requested by BuyerPurchasers, acting Seller shall act as an agent on behalf of Buyer Purchasers or as Buyer Purchasers shall otherwise reasonably require, in each case at Seller's cost.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by Seller to Purchaser of the Sellers to Buyer of any Assumed Contract Contracts is not permitted or any other rights or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract 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, and Buyer Purchaser shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Seller shall advise Buyer Purchaser promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers it knows, should know or have substantial has reason to believe know that it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller’s obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer Purchaser hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date Purchaser in any reasonable arrangement, excluding payment of money arrangement designed by the Sellers to Buyer, designed Purchaser to provide Buyer Purchaser with the rights and benefits (benefits, subject to the obligations) , under such Assumed the Contract, including enforcement for the benefit of Buyer Purchaser of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably requireperson.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by Seller to Purchaser of the Sellers to Buyer of any Assumed Contract Contracts is not permitted or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract 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, and Buyer Purchaser shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Seller shall advise Buyer Purchaser promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers it knows, should know or have substantial has reason to believe know that it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer Purchaser hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers Seller shall cooperate with Buyer following the Closing Date Purchaser in any reasonable arrangement, excluding payment of money arrangement designed by the Sellers to Buyer, designed Purchaser to provide Buyer Purchaser with the rights and benefits (benefits, subject to the obligations) , under such Assumed the Contract, including enforcement for the benefit of Buyer Purchaser of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party person and, if requested by BuyerPurchaser, acting Seller shall act as an agent on behalf of Buyer Purchaser or as Buyer Purchaser shall otherwise reasonably require, in each case at Seller's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers to Buyer Purchaser of any Assumed Contract the Contracts is not permitted or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract 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, and Buyer Purchaser shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers shall advise Buyer Purchaser promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers it knows, should know or have substantial has reason to believe know that it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ ' obligation to make reasonable use their respective best efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer Purchaser hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, the Sellers shall cooperate with Buyer following the Closing Date Purchaser in any reasonable arrangement, excluding payment of money arrangement designed by the Sellers to Buyer, designed Purchaser to provide Buyer Purchaser with the rights and benefits (benefits, subject to the obligations) , under such Assumed the Contract, including enforcement for the benefit of Buyer Purchaser of any and all rights of the Sellers against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party person and, if requested by BuyerPurchaser, acting Sellers shall act as an agent on behalf of Buyer Purchaser or as Buyer Purchaser shall otherwise reasonably require, in each case at such Seller's cost, provided SAS shall in no event be obligated to continue its existence beyond a date eighteen (18) months from the Closing Date and SAC shall in no event be obligated to continue its existence beyond the later of (i) a date eighteen (18) months from the Closing Date or (ii) the date upon which SAC is no longer entitled to receive the M Cash Payments or payments related to any other Contract.

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by Seller to CBI of the Sellers to Buyer of any Assumed Contract Contracts is not permitted or is not permitted without the consent of any other party to such Assumed the Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract 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, and Buyer Purchasers shall assume no obligations or liabilities under any such Assumed Contractthereunder. The Sellers Seller shall advise Buyer Purchasers promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers it knows, should know or have substantial has reason to believe know that it will or may not be assigned to Buyer hereunder at the Closingreceive any required consent. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer Purchasers hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummated, Seller and the Sellers Shareholders shall cooperate with Buyer following the Closing Date Purchasers in any reasonable arrangement, excluding payment of money arrangement designed by the Sellers to Buyer, designed Purchasers to provide Buyer Purchasers with the rights and benefits (benefits, subject to the obligations) , under such Assumed the Contract, including enforcement for the benefit of Buyer Purchasers of any and all rights of the Sellers Seller against any other party person arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.cancellation

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to To the extent that the assignment hereunder by the Sellers Seller to the Buyer of any Assumed Contract 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 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, and the Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers Seller shall use its reasonable best efforts to advise Buyer promptly in writing on the date hereof with respect to any Assumed Contract which the Sellers know Seller knows or have has substantial reason to believe will or may not be assigned subject to assignment to Buyer hereunder at the Closinghereunder. Without in any way limiting Sellers’ Seller's obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Acquired Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occurhereunder is consummate, the Sellers Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on of behalf of Buyer or as Buyer shall otherwise reasonably require, at Buyer's expense.