Common use of Nonassignable Items Clause in Contracts

Nonassignable Items. Anything in this agreement to the contrary notwithstanding, this Agreement shall not constitute an Agreement to sell, convey, assign, sublease or transfer any Acquired Assets, including Contracts, Permits and Lease Agreements (other than leases of office equipment involving future payments of less than Twenty-Five Thousand Dollars ($25,000) in the aggregate and other agreements which have less than one year remaining in their terms and involve future payments of less than Twenty-Five Thousand Dollars ($25,000)), if an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Seller or Buyer with respect to such Acquired Asset ("Nonassignable Items"). Seller shall use its commercially reasonable efforts and Buyer shall cooperate in all reasonable respects with Seller to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, Seller and its appropriate Affiliates shall at the Closing enter into such arrangements (including related written agreements) as Buyer may reasonably request in order to fairly compensate Buyer for the loss of, or to provide to Buyer the benefit of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Seller and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by Seller and such Affiliates under any such Nonassignable Item).

Nonassignable Items. Anything in this agreement Agreement to the contrary notwithstanding, this Agreement shall not constitute constitute, or be deemed to constitute, an Agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including Contracts, Permits and Lease Agreements (other than leases of office equipment involving future payments of less than Twenty-Five Thousand Dollars ($25,000) in the aggregate and other agreements which have less than one year remaining in their terms and involve future payments of less than Twenty-Five Thousand Dollars ($25,000))Agreements, if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Allied, any Seller or Buyer with respect to such Acquired Asset thereto ("Nonassignable Items"). Each Seller shall use his or its commercially reasonable efforts best efforts, and Buyer shall cooperate in all reasonable respects with Seller Sellers, to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller and its appropriate Affiliates shall Affiliate, and Buyer, shall, at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer may reasonably request in order to fairly compensate Buyer for the loss of, or to provide to Buyer the benefit of, of any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Seller Sellers and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by Seller Sellers and such Affiliates under any such Nonassignable Item)) in exchange for the performance by Buyer of Sellers' obligations in respect of such Nonassignable Items under Section 2.1(c) and (ii) use their reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Item.

Nonassignable Items. Anything in this agreement Agreement to the contrary notwithstanding, this Agreement shall not constitute an Agreement to sell, convey, assign, sublease or transfer any Acquired Assets, including permits, System Contracts, Permits Channels and Lease Agreements (other than leases of office equipment involving future payments of less than Twenty-Five Thousand Dollars ($25,000) in the aggregate and other agreements which have less than one year remaining in their terms and involve future payments of less than Twenty-Five Thousand Dollars ($25,000))Licenses, if an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority any Person would constitute a breach of, or in any way affect the rights of Seller Chadmoore or Buyer Nextel or Acquisition Sub with respect to such Acquired Asset ("Nonassignable Items"). Seller Chadmoore shall use its commercially reasonable efforts and Buyer Nextel and Acquisition Sub shall cooperate in all reasonable respects with Seller seeking to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer Nextel or Acquisition Sub all Nonassignable ItemsItems without any change to the terms of such items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, Seller Chadmoore and its appropriate Affiliates affiliates shall at the Closing enter into such arrangements (including related written agreements) as Buyer Nextel may reasonably request in order to fairly compensate Buyer Nextel for the net loss of, or to provide to Buyer Nextel the benefit of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Seller Chadmoore and such Affiliates affiliates promptly to pay to Buyer Nextel when received all monies and other items of value received by Seller Chadmoore and such Affiliates affiliates under any such Nonassignable Item; provided, however, that Chadmoore shall have no obligation to provide Nextel the benefit of any Nonassignable Item until Nextel has used its commercially reasonable efforts to resolve such impracticality).

Nonassignable Items. Anything in this agreement Agreement to the contrary notwithstanding, this Agreement shall not constitute an Agreement agreement to sell, convey, assign, sublease or transfer any Acquired Assets, including Contracts, Permits and Lease Agreements (other than leases of office equipment involving future payments of less than Twenty-Five Thousand Dollars ($25,000) in the aggregate and other agreements which have less than one year remaining in their terms and involve future payments of less than Twenty-Five Thousand Dollars ($25,000)), Assets if an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority any Person, would constitute a breach of, or in any way affect affect, the rights of Seller or Buyer with respect to such Acquired Asset Assets ("“Nonassignable Items"”). Seller shall use its commercially reasonable efforts to obtain, and Buyer shall use its commercially reasonable efforts to cooperate in all reasonable respects with Seller to obtain and satisfy seeking, all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable ItemsItems as quickly as practicable on and after the Effective Date, and without any change to the material terms of such items, and Seller shall continue such efforts as may be required for a period of six months after the Closing Date, to facilitate the full and expeditious transfer to Buyer of legal title to the Acquired Assets. If Prior to the obtaining of any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffectiveConsent, Seller and its appropriate Affiliates Buyer shall at the Closing enter into such cooperate with each other in any reasonable and lawful arrangements (including related written agreements) as Buyer may reasonably request in order to fairly compensate Buyer for the loss of, or designed to provide to Buyer the benefit ofbenefits of use of any Nonassignable Item for its term, any and to the extent that Buyer receives such benefits, it will assume the Liabilities of Seller thereunder to the extent that Buyer would have been responsible therefor if such Consent had been obtained. Once Consent is obtained, Seller shall promptly assign such Nonassignable Items (it being acknowledged Item to Buyer, and Buyer shall assume the Liabilities thereunder; provided that nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed to constitute an agreement to exclude from the Acquired Assets the benefits, nor from the Assumed Liabilities the Liabilities associated with such arrangement may include obligations imposed on Seller and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by Seller and such Affiliates benefits, under any such Nonassignable Item)Assigned Contract as to which Consent may be necessary.

Nonassignable Items. Anything in this agreement Agreement to the contrary notwithstanding, this Agreement shall not constitute an Agreement to sell, convey, assign, sublease or transfer any Acquired Assets, including permits, System Contracts, Permits Channels and Lease Agreements (other than leases of office equipment involving future payments of less than Twenty-Five Thousand Dollars ($25,000) in the aggregate and other agreements which have less than one year remaining in their terms and involve future payments of less than Twenty-Five Thousand Dollars ($25,000))Licenses, if an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority any Person would constitute a breach of, or in any way affect the rights of Seller Chadmoore or Buyer Nextel or Acquisition Sub with respect to such Acquired Asset ("Nonassignable ItemsNONASSIGNABLE ITEMS"). Seller Chadmoore shall use its commercially reasonable efforts and Buyer Nextel and Acquisition Sub shall cooperate in all reasonable respects with Seller seeking to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer Nextel or Acquisition Sub all Nonassignable ItemsItems without any change to the terms of such items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, Seller Chadmoore and its appropriate Affiliates affiliates shall at the Closing enter into such arrangements (including related written agreements) as Buyer Nextel may reasonably request in order to fairly compensate Buyer Nextel for the net loss of, or to provide to Buyer Nextel the benefit of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Seller Chadmoore and such Affiliates affiliates promptly to pay to Buyer Nextel when received all monies and other items of value received by Seller Chadmoore and such Affiliates affiliates under any such Nonassignable Item; PROVIDED, HOWEVER, that Chadmoore shall have no obligation to provide Nextel the benefit of any Nonassignable Item until Nextel has used its commercially reasonable efforts to resolve such impracticality).