Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained prior to the Closing, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.
Nonassignable Contracts. (a) To the extent that the assignment by Seller of any sales order, purchase order, lease or other contract included in the Assumed Liabilities or Purchased Assets is not permitted without (i) the consent of the other party to the contract, (ii) the approval of Buyer as a source of the products or services called for by such contract or (iii) the approval of Buyer as a lessee, then this Agreement shall not be deemed to constitute an assignment or an attempted assignment of the same, if such assignment or attempted assignment would constitute a breach thereof. However, unless otherwise agreed as to any particular contract or order (or class thereof), Seller shall use its best efforts to obtain any and all such consents, approvals and novations before and after Closing.
Nonassignable Contracts. Anything in this Agreement to the ----------------------- contrary notwithstanding, this Agreement shall not require Seller to assign (prior to the time, if ever, assignment is otherwise consented to) any claim, contractual obligation, authorization of a Governmental Authority, lease, commitment, sales, service or purchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if the Asset Purchase would be deemed an attempted assignment thereof without the required consent of a third party thereto or Governmental Authority and would constitute a breach thereof or in any way affect the rights of Raytheon Company, Seller or Buyer thereunder. If such consent is not obtained, or if the consummation of the Asset Purchase would affect the rights of Seller thereunder so that Buyer would not in fact receive the benefit of all such rights, Seller shall cooperate with Buyer in any arrangement designed to provide for the benefits thereof to Buyer, including subcontracting, sublicensing or subleasing to Buyer or enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto or Governmental Authority arising out of the performance, breach or cancellation by such third party or Governmental Authority or otherwise; and any assumption by Buyer of obligations thereunder whether by operation of Law in connection with the Asset Purchase which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained.
Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of either Group thereunder. International shall, prior to the Contribution, use its reasonable best efforts to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to UCRI and the Restaurant Subsidiaries the assets discussed in Section 2.1. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset so that UCRI or the Restaurant Subsidiaries would not receive such rights, then (i) International shall use its reasonable best efforts to provide or cause to be provided to UCRI or the appropriate Restaurant Subsidiary, to the extent permitted by law, the benefits of any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset, and shall pay or cause to be paid to UCRI or the appropriate Restaurant Subsidiary when received all moneys received by the International Group with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset and (ii) in consideration thereof, UCRI or the appropriate Restaurant Subsidiary shall pay, perform and discharge on behalf of the International Group all of the International Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance ...
Nonassignable Contracts. 13 Section 2.06.
Nonassignable Contracts. Nothing in this Agreement shall be construed as an attempt to assign any contract which is by law nonassignable without the consent of any other party thereto unless and until such consent is given.
Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by IMS or IMA prior to the Closing Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving IMS or IMA of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon IMS or IMA shall, without further consideration, promptly assign or cause the assignment of same to the Company.
Nonassignable Contracts. To the extent that the assignment of any Contract to be assigned to Buyer pursuant to this Agreement shall require the consent of any other Person, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. Seller shall use all reasonable efforts, and Buyer shall cooperate where appropriate, to obtain any consent necessary to any such assignment where such consent is requested by Buyer. If any such consent is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefit, monetary or otherwise, of the Contracts, including enforcement of any and all rights of Seller or Seller’s business against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise.
Nonassignable Contracts. Nothing in this Agreement shall be construed as an attempt or agreement to assign (i) any contract, agreement, license, lease, sales order, purchase order or other commitment that shall be nonassignable without the consent of the other party or parties thereto unless such consent shall have been given, (ii) any contract or claim as to which all the remedies for the enforcement thereof enjoyed by the Sellers would not pass to the Buyer as an incident of the assignments provided for by this Agreement, unless such consent of such other party or parties shall be obtained or (ii) any Asset subject to a Lien. In order, however, that the full value of every contract and claim of the character and Asset described in clauses (i), (ii) and (iii) above and all claims and demands on such contracts may be realized, Sellers will use commercially reasonable efforts to obtain (a) approval for the assignments, (b) the execution of novation agreements, (c) TI's subcontracting of all of its rights and obligations under any such contract, agreement or other commitment to the Buyer or one of its Affiliates, as the case may be, or (d) removal of any such Lien on any of the Assets. In the event that Sellers shall be unable to obtain the consents or releases referred to herein. Buyer and Sellers expressly agree that Sellers shall extend to Buyer all of the benefits of their rights under all such contracts provided that Buyer agrees to indemnify Sellers for all of Sellers' contractual obligations under such contracts to the extent provided in Article II of this Agreement.
Nonassignable Contracts. 61 INDEX OF DEFINED TERMS
