Non-Assignable Contracts Clause Samples

Non-Assignable Contracts. Nothing contained in this Agreement shall be construed as an assignment or an attempted assignment of any contract which is by law non-assignable without the consent of the other party or parties thereto, unless such consent shall be given.

Non-Assignable Contracts. To the extent that any Third Party Consents, other than the Material Consents, have not been obtained by Seller as of the Closing for any reason, Seller shall, during the remaining term of such Contract (the “Non-Assignable Contracts”), use all commercially available efforts to (a) obtain the consent of the applicable third party or parties thereto, (b) make the benefit of such Non-Assignable Contracts available to Buyer, and (c) enforce at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect to terminate any such Non-Assignable Contract in accordance with the terms thereof). Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Non-Assignable Contract or any other claim, right, contract, license, lease, commitment, sales order, or purchase order if an attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. Seller will not take any action or suffer any omission that would limit, restrict or terminate in any material respect the benefits to Buyer of such Non-Assignable Contracts unless, in good faith and after consultation with and prior written notice to Buyer, Seller is ordered orally or in writing to do so by a governmental authority of competent jurisdiction or Seller is otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller will, at the expense and for the account of Buyer, take such actions as are requested by Buyer to file and pursue such appeal and to obtain a stay of such order. With respect to any Non- Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Buyer is obtained following the Closing, Seller shall transfer such Non-Assignable Contract to Buyer by execution and delivery of an instrument of assignment reasonably satisfactory to Buyer within three (3) business days following receipt of such approval or consent.

Non-Assignable Contracts. If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations rece...

Non-Assignable Contracts. To the extent that any Customer Contract is not assignable or transferable without the consent or waiver of the other party thereto or any third party (including, but not limited to, any Governmental or Regulatory Authority) (a "Non-assignable Contract"), or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law or Order, this Agreement shall not constitute an assignment or transfer, or an attempted assignment or transfer thereof until such consent or waiver has been obtained, and the following provisions shall be applicable: 1.2.1. Seller shall use its best efforts, and Purchaser shall reasonably cooperate therewith, to obtain the consents and waivers referred to in Section 1.2. To the extent that any consent or waiver referred to in Section 1.2 is not obtained by Seller, Seller shall (A) provide to Purchaser at Seller's expense the benefits of any such Non-assignable Contract, (B) cooperate in any reasonable and lawful arrangement requested by Purchaser designed to provide such benefits to Purchaser; and (C) at the request of Purchaser, enforce for the account of Purchaser at Seller's expense any right of Seller arising from any such Non-assignable Contract against such other party or parties thereto (including the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser). 1.2.2. To the extent that Purchaser is provided the benefits pursuant to this Section 1.2 of any such Non-assignable Contract, Purchaser shall perform for the benefit of the other party or parties thereto, the obligations of Seller thereunder or in connection therewith, but only to the extent that (i) such performance would not result in any default thereunder or in connection therewith and (ii) such obligations would have been Assumed Obligations, but for the non-assignability or non-transferability thereof. 1.2.3. The provisions of this Section 1.2 shall not affect Seller's indemnification obligations pursuant to Section 8.

Non-Assignable Contracts. This Agreement shall not constitute an agreement to assign any Assigned Contract or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third party thereto, would constitute a breach or violation thereof or a default thereunder and if such a consent is not obtained at or prior to the Closing. Subject to Section 8.7 hereof, with respect to any such Assigned Contract as to which the consent of a third party is necessary, Seller and Buyer will use reasonable commercial efforts, which shall not require the payment of any money to any third party by Seller or Buyer, to obtain the written consent of such third parties to any such assignment. Buyer acknowledges that all or some of the Assigned Contracts may not be transferable. To the extent permitted by applicable Law and the terms and conditions of the applicable Assigned Contract, in the event that consents to the assignment of any Assigned Contract are not obtained by Seller at or prior to the Closing, Seller and Buyer will cooperate to establish an arrangement (including through a subcontracting, subleasing, sublicensing or similar arrangement) effective as of the Closing Date and reasonably satisfactory to Buyer and Seller under which, subject at all times to Buyer's fulfillment of the obligations under such Assigned Contract, the benefits of such Assigned Contract shall be passed to Buyer and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all such Assigned Contracts, if any, less any actual out-of-pocket costs or expenses incurred by Seller.

Non-Assignable Contracts. To the extent that required third party consents relating to Change of Control Contracts that primarily relate to the Business which are not entered into by any of the Companies (such Change of Control Contracts being the “Asset Transfer Contracts”) have not been obtained as of the Closing, the Seller and its applicable Associated Companies shall, during the remaining term of such Asset Transfer Contracts, use reasonable best efforts to (a) obtain the consent of the applicable third party, (b) make the benefit of such contracts available to the Purchaser so long as the Purchaser (i) cooperates with the Seller and its applicable Associated Companies in connection therewith and (ii) satisfies the obligations under such contracts associated with such benefits, and (c) enforce at the request of the Purchaser and at the expense and for the account of the Purchaser, any rights of the Seller or its applicable Associated Companies arising from such Asset Transfer Contracts against the other party or parties thereto (including the right to elect to terminate any such contracts in accordance with the terms thereof). Prior to obtaining the applicable third party consent to an Asset Transfer Contract, such Asset Transfer Contract shall be retained by the Seller or its applicable Associated Company. The Seller and its applicable Associated Companies shall use reasonable best efforts to avoid taking any action or suffering any omission which would limit or restrict or terminate in any material respect the benefits to the Purchaser of such retained Asset Transfer Contracts. With respect to any such retained Asset Transfer Contracts as to which the necessary consent for the assignment to the Purchaser is obtained following the Closing, the Seller or its applicable Associated Company shall promptly transfer such retained Asset Transfer Contracts to the Purchaser by an instrument of conveyance reasonably satisfactory to the Purchaser.

Non-Assignable Contracts. The Seller shall, during the remaining term of each Non-Assignable Contract, use commercially reasonable efforts to (a) obtain the consent of the third parties required thereunder, (b) make the benefit of such Non-Assignable Contract available to the Purchaser so long as the Purchaser fully cooperates with the Seller and promptly reimburses the Seller for all payments made by the Seller (with the prior written approval of the Purchaser) in connection therewith and (c) enforce, at the request of the Purchaser and at the sole expense and for the account of the Purchaser, any right of the Seller arising from such Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Seller shall not take any action or suffer any omission that could limit, restrict or terminate in any material respect the benefits to the Purchaser of such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to the Purchaser, the Seller is (a) ordered to do so by a Governmental Body of competent jurisdiction or (b) otherwise required to do so by Law; provided, however, that if any such order is appealable, the Seller shall, at the Purchaser’s sole cost and expense, take such reasonable actions as are requested by the Purchaser to file and pursue such appeal and to obtain a stay of such order. Nothing in this Agreement or the Assumption Agreement shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Purchaser of the Non-Assignable Contracts. With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Purchaser is obtained following the Closing, the Seller shall transfer such Non-Assignable Contract to the Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Purchaser within five (5) Business Days following receipt of such approval or consent. Following the Closing, Purchaser shall directly pay, or at the option of Seller, reimburse Seller, in advance, for all payments made by Seller or Sole Stockholder in connection with any Non-Assignable Contracts.

Non-Assignable Contracts. (a) To the extent that any Assigned Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract or Consent) to the Purchaser or a Designated Purchaser at the Closing (i) without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to Section 2.1.7 or (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit (including, with respect to licenses of Intellectual Property, relinquishment of rights in the Retained Field of Use, as defined in the Intellectual Property License Agreement) or expending any amount or incurring any Liability or providing any other consideration other than as provided in Section 2.1.7 (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any such Consent is obtained; provided, however, that the Sellers will use their reasonable efforts to (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts that are not licenses of Intellectual Property or Real Estate Leases as the applicable Seller had immediately prior to the Closing, including entering into one or more mutually agreed commercially reasonable subcontract agreements, and (ii) facilitate Purchaser’s negotiation with the other party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing (including paying Cure Costs in order to obtain such Consent). Provided, and only for so long as, the arrangements described in clause (i) of the immediately preceding sentence are made such that Purchaser has obtained the same interest, benefits and rights under any such Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sent...

Non-Assignable Contracts. 2.3.1. Without limiting or otherwise affecting the rights of any party hereto, to the extent that any Contract or Lease to be assigned pursuant to this Agreement is not capable of being assigned without the consent, approval, or waiver of a third person or entity, nothing in this Agreement will constitute an assignment or require the assignment thereof except to the extent provided in this Section 2.3. 2.3.2. With respect to all consents, approvals, and waivers referenced in Section 2.3.1, CBS shall use its reasonable best efforts to obtain all such consents, approvals, and waivers prior to and, if the Closing occurs, as promptly as practicable after the Closing Date; provided that CBS shall not be obligated to pay money to any other contracting party to obtain any such consent, approval or waiver, other than reasonable expenses of the party for any legal documentation related to the assignment of the Contract or Lease in question. If the consents, approvals, and waivers are not obtained prior to Closing, the parties shall use their reasonable best efforts in good faith to cooperate, and to cause each of their respective Affiliates to cooperate, in effecting any lawful arrangement to provide to Entercom or its designated Affiliates the economic benefits of the Contracts and Leases for which consents, approvals, and waivers are being sought after Closing, and to have Entercom or its designated Affiliates assume and discharge the obligations under the Contracts and Leases from and after the Closing Date.