Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any contracts or the transfer of any properties or assets requires the consent of any other Person or Governmental Authority and such consent has not been obtained, this Agreement shall not constitute an agreement to assign or transfer any such contracts, properties or assets or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially adversely affect the rights of Buyer thereunder. If consent to the assignment or transfer of any such contracts, properties or assets is not obtained, or if an attempted assignment or transfer thereof in the absence of such a consent would be ineffective or would materially adversely affect the rights of Buyer thereunder, then, at Buyer’s request, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such contracts, properties or assets; provided that such cooperation by Seller shall not cause Seller to violate any terms of any such contract or any applicable Law; provided, further, that Buyer shall assume all of the post-Closing liabilities and obligations of Seller under such contracts to the extent to which Buyer receives the post-Closing benefits thereof. Notwithstanding the foregoing, nothing in this Section 1.7 shall require Buyer to waive any condition to Closing contained in Section 7.1 or 7.2 hereof or excuse Seller from making all deliveries required by Section 1.6(b).

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any contracts or the transfer of any properties or assets requires the consent of any other Person or Governmental Authority and such consent has not been obtained, this Agreement shall not constitute an agreement to assign or transfer any such contracts, properties or assets or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially adversely affect the rights of Buyer thereunder. If consent to the assignment or transfer of any such contracts, properties or assets is not obtained, or if an attempted assignment or transfer thereof in the absence of such a consent would be ineffective or would materially adversely affect the rights of Buyer thereunder, then, at Buyer’s request, Seller Borrower shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such contracts, properties or assets; provided that such cooperation by Seller Borrower shall not cause Seller Borrower to violate any terms of any such contract or any applicable Law; provided, further, that Buyer shall assume all of the post-Closing liabilities and obligations of Seller Borrower under such contracts to the extent to which Buyer receives the post-Closing benefits thereof. Notwithstanding the foregoing, nothing in this Section 1.7 2.8 shall require Buyer to waive any condition to Closing contained in Section 7.1 9.1 or 7.2 9.2 hereof or excuse Seller Lender or Borrower from making all deliveries required by Section 1.6(b2.6(b).

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, except with respect to the Conveyed Intellectual Property, to the extent that the assignment of any contracts or the transfer of any properties or assets requires the consent of any other Person or Governmental Authority and such consent has not been obtained, this Agreement shall not constitute an agreement to assign or transfer any such contracts, properties or assets or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially adversely affect the rights of Buyer thereunder. If consent to the assignment or transfer of any such contracts, properties or assets is not obtained, or if an attempted assignment or transfer thereof in the absence of such a consent would be ineffective or would materially adversely affect the rights of Buyer thereunder, then, at Buyer’s requestrequest and at its sole cost and expense, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such contracts, properties or assets; provided that such cooperation by Seller shall not cause Seller to violate any terms of any such contract or any applicable Law; provided, further, that Buyer shall assume all of the post-Closing liabilities and obligations of Seller under such contracts to the extent to which Buyer receives the post-Closing benefits thereof. Notwithstanding the foregoing, nothing in this Section 1.7 1.8 shall require Buyer to waive any condition to Closing contained in Section 7.1 or 7.2 hereof or excuse Seller from making all deliveries required by Section 1.6(b).

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any contracts or the transfer of any properties or assets requires the consent of any other Person or Governmental Authority and such consent has not been obtained, this Agreement shall not constitute an agreement to assign or transfer any such contracts, properties or assets or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially adversely affect in any material manner the rights of Buyer thereunder. If consent to the assignment or transfer of any such contracts, properties or assets is not obtained, or if an attempted assignment or transfer thereof in the absence of such a consent would be ineffective or would materially adversely affect in any material manner the rights of Buyer thereunder, then, at BuyerSeller’s requestsole cost and expense, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such contracts, properties or assets; provided that such cooperation by Seller shall not cause Seller to violate any terms of any such contract or any applicable LawLaw or require Seller or any of its Affiliates to commence, defend or participate in any litigation; provided, further, that Buyer shall not assume (and Seller shall retain) any liabilities arising under such assets or contracts unless Buyer has received all of the post-Closing liabilities benefits that gave rise to such liability (including, without limitation, in the case of any of the Assumed Contracts, enforcement of such Assumed Contract for the account of Buyer of any and obligations all rights of Seller under against any other party to such contracts to Assumed Contract arising out of the extent to which Buyer receives the postbreach, non-Closing benefits thereof. Notwithstanding the foregoing, nothing in this Section 1.7 shall require Buyer to waive any condition to Closing contained in Section 7.1 fulfillment or 7.2 hereof or excuse Seller from making all deliveries required cancellation thereof by Section 1.6(bsuch other party).

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement Agreement, but subject to the contraryremaining provisions of this Section 2.10, to the extent that the assignment sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any contracts asset, property, or right included in the transfer of any properties or assets requires Purchased Asset (including those on Schedule 2.10) would require the consent or authorization of a Person who is not a party to this Agreement (including any other Person or Governmental Authority Authority) and such consent has or authorization shall not have been obtainedobtained prior to the Closing (each such asset, property or right, a “Non-Assignable Asset”), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an agreement to assign attempted sale, assignment, transfer, conveyance or transfer delivery of such Non-Assignable Asset, unless and until such consent or authorization has been obtained or Buyer has notified Sellers expressly in writing that any such contracts, properties Non-Assignable Asset should be transferred or assets or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially adversely affect the rights of Buyer thereunder. If consent to the assignment or transfer of any such contracts, properties or assets is not obtained, or if an attempted assignment or transfer thereof in assigned hereunder notwithstanding the absence of such a consent would be ineffective or would materially adversely affect the rights of Buyer thereunder, then, at Buyer’s request, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such contracts, properties or assetsconsent; provided that such cooperation by Seller this Section 2.10(a) shall not cause Seller affect whether any asset, property or right shall be deemed to violate be a Purchased Asset for any terms of any such contract or any applicable Law; provided, further, that Buyer shall assume all of the post-Closing liabilities and obligations of Seller other purpose under such contracts to the extent to which Buyer receives the post-Closing benefits thereof. Notwithstanding the foregoing, nothing in this Section 1.7 shall require Buyer to waive any condition to Closing contained in Section 7.1 or 7.2 hereof or excuse Seller from making all deliveries required by Section 1.6(b)Agreement.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any contracts Contract or the transfer of any properties property or assets asset requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or Governmental Authority and such consent has not been obtainedtransfer, or by reason of or pursuant to any transfer to Purchaser, this Agreement shall not constitute an agreement to assign or transfer any such contractsContract, properties property or assets asset or any claim, claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially in any way adversely affect the rights of Buyer Purchaser thereunder. If consent to the assignment or transfer of any such contractsContract, properties property or assets asset is not obtained, or if an attempted assignment or transfer thereof in the absence of such a consent would be ineffective or would materially adversely affect the rights of Buyer Purchaser thereunder, then, at BuyerPurchaser’s request, Seller the Sellers shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide to Buyer Purchaser the benefits under such contractsContracts, properties and assets, including without limitation, enforcement for the account of Purchaser of any and all rights of the applicable Seller against the other party thereto arising out of the breach or assetscancellation thereof by such party or otherwise; provided that such cooperation by Seller the Sellers shall not cause the applicable Seller to violate any terms of any such contract or any applicable LawContract; provided, further, that Buyer Purchaser shall assume all of the post-Closing liabilities and obligations of the applicable Seller under such contracts Contracts (other than Excluded Liabilities) to the extent to which Buyer Purchaser receives the post-Closing benefits thereof. Notwithstanding the foregoing, nothing in this Section 1.7 shall require Buyer to waive any condition to Closing contained in Section 7.1 or 7.2 hereof or excuse Seller from making all deliveries required by Section 1.6(b).

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement to the contrary, to the extent that the assignment of any contracts or the transfer of any properties or assets requires the consent of any other Person or Governmental Authority and such consent has not been obtainedAgreement, this Agreement shall not constitute an agreement to assign or transfer any such contractsa sale, properties or assets or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially adversely affect the rights of Buyer thereunder. If consent to the assignment or transfer of any Purchased Asset if such contractssale, properties assignment or assets transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a Person who is not obtaineda party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior to the Closing. (b) Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or if an attempted assignment any release, substitution or transfer thereof amendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the absence unconditional release of all parties to such a consent would arrangements, so that, in any case, Buyer shall be ineffective solely responsible for such Liabilities from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution or would materially adversely affect the rights of Buyer thereunder, then, at Buyer’s requestamendment is obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide sell, assign and transfer to Buyer the benefits under such contracts, properties or assets; provided that such cooperation by Seller shall not cause Seller to violate any terms of any such contract or any applicable Law; provided, further, that Buyer shall assume all of the post-Closing liabilities and obligations of Seller under such contracts to the extent relevant Purchased Asset to which Buyer receives the post-Closing benefits thereof. Notwithstanding the foregoingsuch consent, nothing in this Section 1.7 shall require Buyer to waive any condition to Closing contained in Section 7.1 waiver, release, substitution or 7.2 hereof or excuse Seller from making all deliveries required by Section 1.6(b)amendment relates for no additional consideration.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any contracts or the transfer of any properties or assets requires the consent of any other Person or Governmental Authority and such consent has not been obtained, this Agreement shall not constitute an agreement to assign or transfer any such contracts, properties or assets or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially adversely affect the rights of Buyer thereunder. If consent to the assignment or transfer of any such contracts, properties or assets is not obtained, or if an attempted assignment or transfer thereof in the absence of such a consent would be ineffective or would materially adversely affect the rights of Buyer thereunder, then, at Buyer’s request, Seller Obligors shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such contracts, properties or assets; provided that such cooperation by Seller Obligors shall not cause Seller Obligors to violate any terms of any such contract or any applicable Law; provided, further, that Buyer shall assume all of the post-Closing liabilities and obligations of Seller Obligors under such contracts to the extent to which Buyer receives the post-Closing benefits thereof. Notwithstanding the foregoing, nothing in this Section 1.7 2.8 shall require Buyer to waive any condition to Closing contained in Section 7.1 9.1 or 7.2 9.2 hereof or excuse Seller ▇▇▇▇▇▇▇▇▇ or Obligors from making all deliveries required by Section 1.6(b2.6(b).