Unassigned Contracts. Nothing in this Agreement will be construed as an attempt to agree to assign any contract, certificate, license or other asset that is in law or by agreement non-assignable without the consent of the other party or parties thereto, or of any governmental authority, as the case may be, unless such consent will be given. Transferor will use commercially reasonable efforts to obtain all such necessary consents. In order, however, that the full value of every such contract, certificate, license or other asset and all claims and demands under such contracts may be realized, Transferor hereby covenants and agrees with New Manager that Transferor will, at the request and under the direction of New Manager, in the name of Transferor or otherwise, as New Manager will specify and as will be permitted by law, take all such reasonable actions and do or cause to be done all such reasonable things as shall be necessary or proper (i) to preserve the rights and obligations of Transferor under such contracts, certificates, licenses and other assets, and (ii) for, and to facilitate, the collection of the moneys due and payable for the period after the Closing Date, and to become due and payable, to Transferor in and under every such contract and in respect of every such claim and demand for the period after the Closing Date, and Transferor will hold the same for the benefit of, and will pay the same over to, New Manager.
Unassigned Contracts. The parties hereto agree to cooperate with respect to obtaining consents to the assignment of the Contracts. To the extent that Symantec has made a good faith effort to obtain a consent to assign a Contract to Buyer and has been unable to do so, Symantec agrees to subcontract to Buyer with respect to such Contract or otherwise cooperate with Buyer in order to provide Buyer the benefits of such Contract.
Unassigned Contracts. Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any Contract or Permit which would otherwise be a Purchased Asset but which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (the "UNASSIGNED CONTRACTS"). If a consent to the assignment of a Contract is not obtained or if an attempted assignment of a Contract is ineffective for any other reason, Seller shall cooperate with Buyer in continuing to attempt to obtain such consent or otherwise procure an effective assignment of such Unassigned Contract and, pending the obtaining of such consent or the procurement of such assignment, shall use commercially reasonable efforts to implement any reasonable arrangement (including, without limitation, entering into additional agreements on terms reasonably satisfactory to the parties thereto, including an agreement to deliver to Buyer no later than five (5) Business Days after receipt any cash, checks, amounts received by wire transfer, packages, notices and other similar communications with respect to such Unassigned Contract) to provide to Buyer all benefits (including any economic benefits) under any such Unassigned Contracts; provided, however, that Buyer shall (i) reimburse Seller for any reasonable out-of-pocket expenses incurred in connection with any such arrangement and (ii) accept the burdens and discharge and perform and indemnify Seller for all Liabilities and obligations under such Unassigned Contract as a subcontractor of Seller. If, with respect to any such Unassigned Contract, the consent to the assignment is obtained or an effective assignment can otherwise be made following the Closing, Seller shall promptly assign to Buyer all of its right and interest in and to such Unassigned Contract and shall, at Buyer's request, execute and deliver any further instruments of conveyance, assignment and transfer with respect to such Unassigned Contract. Buyer shall thereupon agree to assume and perform all Liabilities and obligations arising under such Unassigned Contract after the date of such consent, at which time such Unassigned Contract shall be deemed an Acquired Contract, without payment or further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. If (i) a consent to the assignment of an Unassigned Contract is not obtained or if an attempted assignmen...
Unassigned Contracts. Each Buyer will notify the relevant Sellers prior to the relevant Closing Date of the Management Contracts (other than the Management Contract relating to the Travelers Property), Development Contracts (other than the Development Agreement relating to the Golden Hills Interest), Service Contracts listed on Schedule 3.06(a) and the Exclusive Listing Agreement relating to the Xxxxxx Building which such Buyer elects not to assume ("UNASSIGNED CONTRACTS"). At the relevant Closing, the relevant Buyers will assume only Contracts which are not Unassigned Contracts, and relevant Sellers shall be responsible for the termination of all Unassigned Contracts effective as of the relevant Closing, at such Sellers' expense; and, if said Exclusive Listing Agreement is designated as an Unassigned Contract, the Parent shall indemnify, defend and hold harmless Buyers from and against any and all Damages relating to claims that may be made by the "Agent" under said Exclusive Listing Agreement for commissions with respect to expansion, extension, renewal or other continuation or additional space options or agreements exercised or made after the relevant Closing Date.
Unassigned Contracts. Each of the Founders shall comply with, assist Rackable with respect to, and take all actions reasonably necessary to insure that Rackable complies with and takes all actions required pursuant to the provisions of Section 9.20 of the Asset Acquisition Agreement.
Unassigned Contracts. If an Assumed Contract to which clause 11 applies is not assigned to the Buyer under clause 11.2 (Unassigned Contracts), then pending its assignment, or until it ends or is terminated, then:
Unassigned Contracts. If, with respect to any Contract, a required consent or novation is not obtained (such Contract is hereinafter referred to as an "Unassigned Contract"), Seller shall keep in effect and use reasonable efforts to give Buyer the benefit of the Unassigned Contract to the same extent as if it had been assigned or novated to the extent not prohibited by the Unassigned Contract, and Buyer shall perform and be responsible for Seller's obligations and liabilities under the Unassigned Contract. From and after the Closing, Seller shall not be liable for any damages or the payment of any monies on account of the failure to obtain a consent for an assignment or a novation with respect to any Unassigned Contract. Buyer shall be entitled to receive, accept and retain any payments to which Seller would otherwise be entitled for Buyer's performance under any Unassigned Contract after the Closing. Nothing in this Agreement shall be construed as an attempt to assign any agreement or other instrument that is by its terms nonassignable without the consent of the other party. Any and all amounts paid to Seller relating to Buyer's performance under any Unassigned Contract shall be promptly remitted to Buyer.
Unassigned Contracts. If, on the Effective Date, Seller has not obtained any approval, authorization, consent, or other action required for Seller to assign its interest in and rights under any Contract (an "Unassigned Contract"), Seller shall (a) pending any subsequent assignment, retain its interest in and rights under the Unassigned Contract until its expiration date, if any; (b) provide to Buyer all the benefits of its interest in and rights under the Unassigned Contract, provided that Buyer performs all of Seller's obligations thereunder in a complete and timely manner as an Assumed Liability; and (c) continue to use commercially reasonable efforts to obtain any previously unobtained approval, authorization, consent, or other action necessary for Seller to assign its interest in and rights under the Unassigned Contract to Buyer as soon as practicable after the Effective Date.
Unassigned Contracts. If, as of the Closing, an attempted assignment of any Business Contract or Lease would be ineffective or would affect any Seller's rights thereunder so that Buyer would not in fact receive all such rights, the Sellers shall cooperate with Buyer in a mutually acceptable arrangement, at no additional cost to Buyer (other than the cost of performing the Business Contract or Lease as if it had been assigned with consent), to provide for Buyer the benefit (including the economic benefit) of such Business Contract or Lease (other than legal title). If and so long after the Closing as such assignment shall not have been made, the Seller shall (i) to the extent that such action shall not result in violation of such Business Contract or Lease, transfer to Buyer all assets and rights, including all monies, received in respect of such contract and hold such Business Contract or Lease in trust for Buyer and (ii) to the extent that the provisions of clause (i) above are not sufficient to transfer all of the benefits (including the economic benefit) of such Business Contract or Lease (other than legal title), or any of such Business Contract or Lease has been cancelled as a result of the attempted assignment, take such actions (which, without limitation, may include entering into subcontracting arrangements with Buyer) as are necessary to provide all of the benefits (or the equivalent thereof, including the economic benefit) of such contract, commitment or other agreement (other than legal title) to Buyer. With respect to, and to the extent of, any transfer, subcontract or assignment of the Business Contract or Lease made to Buyer by Seller under this Section 7.6, Buyer hereby agrees to assume, perform, discharge when due, and indemnify Seller from and against, all obligations and liabilities of Seller with respect to the applicable underlying contract, agreement or commitment.
Unassigned Contracts. 43 Valenciana...................................................................11 Vessels......................................................................11
