Unassigned Assets. (a) Notwithstanding anything to the contrary in this Agreement, to the extent that (i) any Contract, Permit, right, interest or asset that would otherwise be a Purchased Asset is not capable of being transferred or assigned to Buyer in connection with the Closing without the Consent of a third party which has not been obtained on or before the Closing Date or (ii) such transfer or assignment would result in the breach or violation of any such Contract, right or interest or any applicable Law, Seller will be deemed not to have assigned or transferred or attempted to assign or transfer, to Buyer any right, title or interest in or to any such Contract, Permit, right, interest or asset (each, an “Unassigned Asset”) without first having obtained all necessary Consents. For clarification, this Section 1.08 shall not serve as a waiver of any of the Closing conditions set forth in Section 2.02.
Unassigned Assets. Notwithstanding any provision to the contrary contained herein, Seller shall not be obligated to assign to Buyer any Assumed Contract which provides that it may not be assigned without the consent of the other party thereto and for which such consent is not obtained, but in any such event, Seller shall, to the extent reasonably necessary, cooperate with Buyer in any reasonable arrangement designed to provide the benefits thereof to Buyer. Without limiting the generality of any provision elsewhere herein contained, the non-assignment of any of the foregoing shall not, to the extent the liabilities thereunder would have been Assumed Liabilities but for this paragraph (e), affect the status of such liabilities as Assumed Liabilities, provided the full benefits of such Assumed Contract are obtained by Buyer.
Unassigned Assets. In the event any of the conditions to the Initial Closing set forth in Article VIII would not be satisfied with respect to any Acquired Asset and related Assumed Liability on the date scheduled for the Initial Closing Date, but the condition contained in Section 8.04(b) would otherwise be satisfied, BellSouth shall cause the BellSouth Sub that owns such Acquired Asset and related Assumed Liability to transfer all of such BellSouth Sub's right, title and interest in and to such Acquired Asset and Assumed Liability (together with any other Acquired Assets or Assumed Liabilities that BellSouth reasonably determines to be directly and solely related to such Acquired Asset and Assumed Liability) (collectively, all of the foregoing transferred by BellSouth Subs, the "Unassigned Assets") to BellSouth or any Affiliate of BellSouth (an "Asset Holder") prior to the Initial Closing; provided, however, that any such Affiliate that is not a subsidiary of BellSouth shall agree to be bound by BellSouth's obligations under this Agreement. If any such transfer of Unassigned Assets occurs, the Initial Closing Payment shall be adjusted as provided in Section 4.02, and the Unassigned Assets so transferred shall be subject to sale to Purchaser at one or more subsequent Closings (each a "Subsequent Closing") as provided hereunder, on the terms and subject to the conditions hereof.
Unassigned Assets. 2.9.1 Notwithstanding anything to the contrary in this Agreement, to the extent that any Contract, right, interest or asset that would otherwise be an Asset is not capable of being transferred or assigned to Purchaser in connection with the Closing without the consent or waiver of a third party which has not been obtained on or before the Closing Date or such transfer or assignment would result in the breach or violation of any such Contract, right or interest or any applicable Law, Sellers will be deemed not to have assigned or transferred or attempted to assign or transfer, to Purchaser any right, title or interest in or to any such Contract, right, interest or asset (each, an “Unassigned Asset”) without first having obtained all necessary Consents and waivers. Sellers and Purchaser shall each use their best efforts to obtain such Consents and waivers as may be necessary to cure such potential breach or violation.
Unassigned Assets. With respect to any Unassigned Asset, until all consents necessary to cause such asset or agreement to become an Acquired Asset are obtained, (i) Seller shall use its best efforts in order to obtain the consents necessary to cause such asset to become an Acquired Asset, and (ii) Seller on the one hand, and the Buyer, on the other hand, will cooperate in a reasonable arrangement designed to provide for the Buyer the benefits of Seller under the Unassiged Asset, to the extent of the Buyer’s performance of Seller’s obligations on behalf of Seller, with respect to such Unassigned Asset, including, to the extent any Unassigned Asset is an agreement or lease, or used pursuant to an agreement or lease, enforcement at the request and expense of the Buyer for the benefit of the Buyer of any and all rights of Seller against any Person under the respective agreement or lease or arising out of the breach or cancellation of the respective agreement or lease. In connection with the foregoing, Seller may take such action as Seller deems appropriate to satisfy the obligations with respect to any Unassigned Asset, including, without limitation, assigning any Unassigned Asset that is a contract or lease to a third party or arranging for a third party to perform the obligations thereunder, and the Buyer shall not be liable for any damages incurred by Seller in connection therewith.
