Non-Assigned Contracts. All of the rights and interests, and all of the liabilities and obligations, of Transferor in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking entered into in connection with, or otherwise relating to, the Plant, that are identified on Schedule 1.2(b) (Non-Assigned Contracts) (collectively, the "Non-Assigned Contracts").
Non-Assigned Contracts. All of the rights and interests, and all of the liabilities and obligations, of each Asset Seller in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking set forth on the Schedule entitled "Non-Assigned Contracts" (collectively, the "Non-Assigned Contracts");
Non-Assigned Contracts. In the event and to the extent a Company is not able to obtain any third party consent required to transfer and assign in full to Buyer any and all of its rights, title and interest in and to any Contract (other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”), notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such non-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, and such Company shall hold such Non-Assigned Contract in trust for the benefit of Buyer pending such time as the Non-Assigned Contract can be transferred to Buyer; provided, however, that until such Non-Assigned Contract is assigned to Buyer and if such Company is otherwise in material compliance with this Section 6.10 (including by providing the benefits of such Non-Assigned Contract to Buyer in accordance with this Section 6.10), then Buyer shall be responsible for causing the performance in all material respects of all obligations of such Company under such Non-Assigned Contract, including payment obligations to the extent Buyer shall be notified reasonably in advance thereof. Such Company, without further consideration therefor from Buyer, shall pay, assign and remit to Buyer immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, such Company shall manage such Non-Assigned Contract as reasonably directed by Buyer. Such Company shall use its reasonable best efforts to obtain any required third party consents and assign and transfer in full all of its right, title and interest in and to each Non-Assigned Contract as soon as practicable after the Closing. Upon the receipt of any such consent, such Company shall promptly assign and transfer all of its right, title and interest in and to such Non-Assigned Contract to Buyer in full, without payment of further consideration by Buyer, and Buyer shall assume such Non-Assigned Contract (to the extent required under this Agreement with respect to any Assumed Liability) and receive all such right, title and interest in and to such Non-Assigned Contract.
Non-Assigned Contracts. Notwithstanding anything contained in this Agreement:
Non-Assigned Contracts. In the event that (i) there are any Purchased Contracts, Leases or Authorizations which are not assignable in whole or in part without the consent, approval or waiver of another party or parties to them, and (ii) such consents, approvals or waivers have not yet been obtained as of the Closing on terms satisfactory to the Purchaser, acting reasonably, then:
Non-Assigned Contracts. The Shareholders Agreement and those Contracts set out in Schedule 5.16 which are indicated as being "not required" to be assigned and for which the Vendor is unable with the exercise of reasonable efforts to obtain the required consent to assign to the Purchasers. The parties agree to amend Schedule 2.1(g) prior to Closing to reflect only those Contracts actually being assigned hereunder; and
Non-Assigned Contracts. With respect to Contracts which are not assigned at the Closing Date, both Seller and Purchaser shall use their best efforts to (i) continue to attempt to effect such assignment, or (ii) locate an alternative distributor for the Product for the same geographic area. Failing either of (i) and (ii) of this Section 7.7 and during the period when such Contracts are not assigned to the Purchaser the Seller shall make purchases of Product from the Purchaser, as distributor of Purchaser pursuant to a distributorship agreement on ordinary and customary terms and in particular the relevant price for the Products in the applicable non-assigned Contracts, to be resold to the distributor who did not consent to the assignment at the relevant price specified in the applicable non-assigned Contracts.
Non-Assigned Contracts. All of the rights and interests of the Seller, the Company or SII—Arkansas in, under or pursuant to any Contract entered into in connection with the Business, as set forth on Schedule 1.3(ii) (collectively, the “Non-Assigned Contracts);
Non-Assigned Contracts. Those Contracts set out in Schedule 2.2(e) including contracts for Non Assigned Third Party Software Licenses;
Non-Assigned Contracts. Prior to Closing, Seller shall, in coordination with Buyer, use reasonable efforts to obtain the written consent for assignment or transfer of each of the agreements listed in Schedule 3.12(c) (the "Non-Assigned Contracts") from any person whose consent is necessary for such assignment or transfer. If any such consent with respect to any of the Non-Assigned Contracts shall not be obtained prior to Closing, Seller, the Company, each of the Subsidiaries concerned and Buyer shall cooperate with each other in any reasonable back-to-back arrangements pursuant to which the Company (and/or the Subsidiaries) will assume the obligations, will indemnify Seller for any liabilities arising from any actions of the Company or its Subsidiaries after the Closing Date and will be provided with the benefits intended to be transferred or assigned to the Company (and/or the Subsidiaries) under such Non-Assigned Contract. Seller shall indemnify the Company (and/or the Subsidiaries) and shall hold them harmless from any and all Damages (as defined below) arising out of actions or omissions of Seller with respect to or the non-assignment of the Non-Assigned Contracts.
