Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, to Purchaser of any asset that would be a Conveyed Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law or would require any authorization, approval, consent or waiver by any Governmental Authority or Person, and such authorization, approval, consent or waiver shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller shall use its commercially reasonable efforts and the Parties shall cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller shall not be required to make any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaser. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of a...
Nonassignability of Assets. (a) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, to the extent that any sale, conveyance, transfer, assignment, sublease, sublicense, or delivery (each a “Transfer” and the term “Transferred” as used herein shall have a meaning correlative to the foregoing), or any attempted Transfer of any Contract, Intellectual Property or other asset, property or right that would be a Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”), would constitute a breach under such Interest or a violation of any applicable Laws, or such Interest is not capable of being Transferred without any third party Consent which has not been obtained by (or does not remain in full force and effect at) the Closing, neither this Agreement nor any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereof, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or such Consent is obtained, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer of such Retained Interest unless such failure causes a failure of any of the conditions to Closing set forth in Article 8, in which event the Closing shall proceed only if the failed condition is waived by the party entitled to the benefit thereof.
Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the assignment or transfer or attempted assignment or transfer to Purchaser of any Transferred Asset or any benefit arising thereunder or resulting therefrom would require any third party consents or waivers and such consents or waivers shall not have been obtained prior to the Closing, neither this Agreement nor any Ancillary Agreement shall constitute an assignment or transfer, or any attempted assignment or transfer thereof. Following the Closing, for a period of 18 months (the “Consent Period”), the parties shall continue to use their reasonable best efforts, and shall cooperate fully with each other, to obtain promptly such consents or waivers. Pending receipt of such consent or waiver, the parties shall cooperate with each other to effect mutually agreeable, reasonable and lawful arrangements pursuant to the Transition Services Agreement or otherwise designed to provide to Purchaser the benefits of any such Transferred Asset. Once consent or waiver for the assignment or transfer of any such Transferred Asset not assigned or transferred at the Closing is obtained, Seller, FGWLA or CLAC, as applicable, shall assign or transfer such Transferred Asset to Purchaser at no additional cost. In the event that Seller or its Affiliate are unable to provide as a transition service the benefits of such Transferred Asset, or any such Transferred Asset is still not transferred by the end of the Consent Period, Seller shall reimburse Purchaser for an amount equal to Purchaser’s incremental costs of replacing such Transferred Asset with a substantially equivalent asset for the same remaining contractual time as such Transferred Asset; such incremental costs are equal to the difference between the cost of the Transferred Asset and the cost of its replacement. Notwithstanding the foregoing sentence, to the extent that Seller is unable to obtain any such required consent with respect to one or more of the Leased Properties prior to the end of the Consent Period, pursuant to the Transition Services Agreement, Seller shall continue to lease the affected Leased Properties for the benefit of Purchaser until such consent is obtained and delivered to Purchaser, or the expiration or termination of the affected Leased Property Lease, whichever is earlier. In the event that, after the Closing, the attempted assignment of any agreement listed in Schedule 1.1(d) proves to be ineffective but th...
Nonassignability of Assets. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, sublease, transfer, convey or deliver any Asset or any claim or right or any benefit arising under or resulting from such Asset if such sale, assignment, sublease, transfer, conveyance or delivery is prohibited by any Applicable Law or would require the consent or approval of any governmental authority or other Person and such consent or approval is not obtained prior to Closing. In the event that the Closing proceeds without the sale, assignment, sublease, transfer, conveyance or delivery of any such Asset and such Asset does not become an Excluded Asset by mutual agreement of the parties, then following the Closing, the parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly the applicable consents or approvals; provided, however, that no party shall be required to pay any consideration therefor other than filing, recordation or similar fees which shall be paid by the party who is required by any legal requirements or course of dealing to do so. Pending receipt of such consent or approval, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once consent or approval for the sale, assignment, sublease, transfer, conveyance or delivery of any such Asset not sold, assigned, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall sell, assign, transfer, convey and deliver such Asset to Purchaser at no additional cost to Purchaser. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing pursuant to this Section 4.12, Purchaser and Seller shall enter into any mutually agreeable commercially reasonable arrangements (including, without limitation, appropriate management or consulting agreements or subleasing, sublicensing or subcontracting arrangements) necessary to provide to Purchaser the economic (taking into account tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such consent or approval and the performance by Purchaser of the obligations thereunder; provided, however, Seller and Purchaser must use good faith and commercially reasonable efforts to obtain any consents or approvals necessary in ord...
Nonassignability of Assets. If the Closing proceeds without the Transfer of any Contributed Asset because Hxxxxx was not able to make or obtain any Governmental Authorization other than a Required Governmental Authorization or any consent, approval, authorization, license or waiver from a non-Government Entity other than a Hxxxxx Required Third Party Consent, then the parties shall cooperate with each other and use their commercially reasonable efforts to obtain such Governmental Authorization or consent, approval, authorization, license or waiver and effect such Transfer; provided, however, that the foregoing shall not be construed to require any party to pay any consideration therefor other than filing, recordation or similar fees which shall be paid by Newco. Until such Governmental Authorization or consent, approval, authorization, license or waiver is obtained, Newco and Hxxxxx shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of effecting such Transfer. Hxxxxx shall hold in trust for and pay to Newco promptly upon receipt thereof, all income received by Hxxxxx or any of its Subsidiaries in connection with its use of the Contributed Assets not so Transferred (net of any Taxes), and Newco shall pay to Hxxxxx, promptly upon receipt of any invoice from Hxxxxx, all Losses incurred by Hxxxxx or any of its Subsidiaries in connection with such use.
Nonassignability of Assets. (a) To the extent that any lease, contract, license, permit, agreement, sales or purchase order, commitment, property interest, qualification or other assets described in this Agreement as being sold, assigned, transferred, set over or delivered to Genesis OLP (each, a "Commitment") or any claim, right or benefit arising thereunder or resulting therefrom (collectively with the Commitment it arises or results from, an "Interest"), is not capable of being sold, granted, conveyed, assigned, transferred, set over or delivered without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a government or governmental authority), or if such sale, assignment, grant, conveyance, transfer, set over or delivery or attempted sale, grant, conveyance, assignment, transfer set over or delivery would be invalid, would destroy or eliminate such Interest, or would constitute a breach of such Commitment or a violation of any Law, this Agreement shall not constitute a sale, grant, conveyance, assignment, transfer, set over or delivery thereof, or an attempted sale, grant, conveyance, assignment, transfer, set over or delivery thereof in the absence of such approval, consent or waiver. The obligations of Genesis OLP and the Transferor with respect to such Interests will be governed by clause (b) hereof.
Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, sublicense, transfer, conveyance or delivery (the Transfer, and the term Transferred has meaning correlative to the foregoing), or attempted Transfer, to the Purchaser of any asset (including any Product Approval or Product Application) that would be a Transferred Asset, or any claim or right or any benefit arising thereunder or resulting therefrom or any asset, claim, right or benefit of a Transferred Subsidiary is prohibited by any Applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit.
Nonassignability of Assets. (a) Notwithstanding anything to the contrary set forth herein, except with respect to Commingled Contracts and Dual-Use Contracts (which are addressed in Section 1.4), to the extent that the Transfer or attempted Transfer or Assumption or attempted Assumption contemplated by Article I is (i) prohibited by any applicable Law or (ii) without a Consent would (A) constitute a breach or other contravention of such Asset or Liability, (B) subject a Party or any of their respective officers, directors, agents or Affiliates, to civil or criminal liability, or (C) be ineffective, void or voidable and such Consent has not been obtained prior to the Spinco Distribution, then, in each case, subject to the conditions to the Spinco Distribution set forth in Section 3.3, the Spinco Distribution shall proceed without such Transfer or Assumption. In the event the Spinco Distribution proceeds without such Transfer or Assumption, then such Transfer or Assumption shall nevertheless be regarded as having occurred for purposes of the calculations required under Section 1.3.
Nonassignability of Assets. To the extent that the sale, assignment or transfer to Purchaser of any asset that is intended to be a Purchased Asset would require any third party approval and such approval shall not have been obtained prior to the Closing, at Purchaser's option, the Closing shall proceed without the sale, assignment or transfer of any such asset and (i) the asset (and its related liabilities) will not be considered a Purchased Asset or an Assumed Liability for the purposes hereof unless and until such approval has been obtained; (ii) the parties shall use their reasonable best efforts to obtain such approval; and (iii) pending such approval the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangement designed to provide Purchaser with the economic and operational equivalent of the use of such asset and its related liabilities.
Nonassignability of Assets. (a) To the extent that any lease, contract, license, permit, agreement, sales or purchase order, commitment, property interest, qualification or other assets described in this Agreement as being sold, assigned, transferred or conveyed to the Purchaser (the "Commitments") or any claim, right or benefit arising thereunder or resulting therefrom (collectively with the Commitments, the "Interests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a government or governmental authority), or if such sale, assignment, transfer or conveyance or attempted sale, assignment, transfer or conveyance would be invalid, would destroy or eliminate the Interests related thereto, or would constitute a breach of a Commitment or a violation of any Law, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted sale, assignment, transfer or conveyance thereof in the absence of such approval, consent or waiver. The obligations of the Purchaser and the Sellers with respect to such Interests will be governed by clause (b) hereof.
