Substitute Arrangements. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be deemed to constitute an agreement to assign any claim, Contract, license, lease, commitment, permit or any right or privilege arising thereunder if an attempted assignment thereof, without the Consent of any Person, would constitute a Breach of such Contract. Prior to the Closing, Ascent and Medicis will each use its commercially reasonable efforts to obtain any Consents or waivers required to assign to BioMarin Acquisition all rights, benefits and interests under each Acquired Business Contract that requires the Consent of a third party, without any material conditions to such transfer or material changes or modifications of terms thereunder.
Substitute Arrangements. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be deemed to constitute an agreement to assign any claim, Contract, Governmental Authorization, license, lease, commitment, permit or any right or privilege arising thereunder if an attempted assignment thereof, without the Consent of any Person or Governmental Body, would render any Contract void. The Selling Parties will use commercially reasonable efforts to obtain any Consents required to assign to Purchaser all rights, benefits and interests under each Acquired Business Contract that requires the Consent of a third party, without any conditions to such transfer or changes or modifications of terms thereunder, in a manner to permit the Acquired Business to be conducted by Purchaser following the Closing as it is currently conducted. If any such Consent has not been obtained by the Closing, or if an attempted assignment of any such Contract would otherwise be ineffective so that Purchaser would not receive the benefit of all rights thereunder of the Seller or its Affiliates, as applicable, the Selling Parties will provide for Purchaser, at the sole cost and expense of the Selling Parties, any arrangement reasonably requested by Purchaser intended to provide for Purchaser all of the benefits of such rights, including entering into a sublease or subcontract on the same terms and conditions as the underlying lease or Contract or bringing appropriate legal action seeking to enforce for the benefit of Purchaser any and all rights of Seller and its Affiliates, as applicable, against the other party or parties to such claim, Contract, license, lease or commitment.
Substitute Arrangements. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be deemed to constitute an agreement to transfer, assign or permit the use of any Contributed Asset if an attempted transfer, assignment or permitted use thereof, without the consent of any Person or Governmental Body, would constitute a breach thereof or in any way adversely affect the rights of the Company thereunder. The Contributing Stockholder will use its reasonable efforts to obtain any Consents or waivers required to assign to the Company all rights, benefits and interests under each Contributed Asset that requires the Consent of any Person or Governmental Body, without any conditions to such transfer or changes or modifications of terms thereunder, in a manner to permit the Contributed Business to be conducted as currently conducted following the Closing. If any such necessary Consent has not been obtained by the Closing, or if an attempted assignment thereof would otherwise be ineffective so that the Company would not receive the benefit of all of the Contributing Stockholder’s rights thereunder, the Company shall be entitled to the remedies set forth in Section 9.7 and Section 9.8, as applicable.
