Common use of Non-Assignable Contracts Clause in Contracts

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. To Anything in this ------------------------- Agreement contained to the extent contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign (a) any contract or agreement that any Customer Contract is not at law non-assignable or transferable without the consent or waiver of the other party thereto or any third party (including, but and as to which such consent shall not limited to, any Governmental or Regulatory Authority) (a "Non-assignable Contract")have been given, or if (b) any contract or agreement as to which all the remedies for the enforcement thereof and the rights thereunder enjoyed by the Selling Shareholders would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. In order, however, that the full value of every contract and agreement of the character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such assignment contracts and agreements-may be realized, the Selling Shareholders hereby agree with Buyer that they will, at their sole cost and expense, at ihe request and under the direction of Buyer, in the name of the Selling Shareholders or transfer otherwise, as Buyer shall specify and as shall be permitted by law, take all such action and do or attempted assignment cause to be done an such things as shall be, in the opinion of Buyer, necessary or transfer would constitute a breach thereof desirable (i) in order that the rights and benefits of the Selling Shareholders under such contracts and agreements shall be preserved and (ii) for, and to facilitate, the collection of the monies, services or a violation of any Law or Orderwarranties due and payable, this Agreement shall not constitute an assignment or transferand to become due and payable, or an attempted assignment or transfer thereof until to the Selling Shareholders in and under every such consent or waiver has been obtainedcontract and agreement, and the following provisions shall be applicable: 1.2.1. Seller shall use its best efforts, and Purchaser shall reasonably cooperate therewith, to obtain Selling Shareholders will hold 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 same for the benefit of and will pay the other party or parties theretosame, the obligations of Seller thereunder or in connection therewithwhen received, 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 thereofBuyer. 1.2.3. The provisions of this Section 1.2 shall not affect Seller's indemnification obligations pursuant to Section 8.

Non-Assignable Contracts. To the extent that any Customer Assumed Contract is not assignable capable of being assigned or transferable transferred 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")party, or if such assignment or transfer transfer, or attempted assignment or transfer transfer, would constitute a breach thereof or (a violation of any Law or Order“Non-Assignable Contract”), neither this Agreement nor any Operative Documents shall not constitute an assignment or transfertransfer of any such Non-Assignable Contract, 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 Assignable Contract. The Company shall have the continuing obligation after the Closing to use its best efforts to endeavor to obtain all necessary Consents to the assignment or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party Consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (Bor its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the first sentence of this Section 2.5, after the Closing and until the requisite Consent is obtained and the foregoing is assigned and transferred to Buyer and the Company, the Company shall use its best efforts and cooperate with Buyer in any reasonable and lawful endeavoring to obtain for Buyer, at the expense of the Company, an arrangement requested by Purchaser designed to provide such Buyer substantially equivalent 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 each such Non-assignable Assignable Contract against such in some other party or parties thereto (including manner. Except as set forth in Article X herein, Buyer shall not have the right to elect to terminate in accordance with this Agreement or adjust 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 Purchase Price (as defined herein) as a result of the other party failure of the Seller Parties to obtain consent for a contract having a value of less than $25,000.00 individually or parties thereto, $250,000.00 in 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 thereofaggregate. 1.2.3. The provisions of this Section 1.2 shall not affect Seller's indemnification obligations pursuant to Section 8.

Non-Assignable Contracts. To the extent that (i) For purposes of this Agreement, any Customer Contract is not assignable (including any portion of any Mixed-Use Contract pursuant to Section 7.11(a)) or transferable any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent consent, waiver or waiver approval of the other party thereto or any third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to either party thereto (including, but not limited to, including by the exercise of any Governmental termination right thereunder) or Regulatory Authority) (a "Non-assignable Contract"violate any applicable Law or any such Contract referred to in this Section 7.11(b)(i), or if otherwise are subject to a counterparty termination right as a result of 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:deemed a “Non-Assignable Contract”. 1.2.1. Seller shall use its best efforts(ii) With respect to (x) any Contract to which Section 7.9 applies or (y) any Mixed-Use Contract to which Section 7.11(a) applies and, and Purchaser shall reasonably cooperate therewithin the case of either clause (x) or clause (y), which is a Non-Assignable Contract, and, with respect 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 Assignable Contract, any claim, right or benefit arising thereunder or resulting therefrom, the Seller and the Buyer will cooperate and use their respective commercially reasonable efforts to obtain as expeditiously as possible after the date hereof (BA) cooperate in any reasonable and lawful arrangement requested by Purchaser designed to provide such benefits to Purchaser; and (C) at the request of Purchaserwritten consent, 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 waiver 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 approval of the other party or parties theretoto such Non-Assignable Contract for (as applicable) (I) the assignment of the applicable rights and obligations thereunder, (II) the obligations entry into a new Contract or amendment between the Buyer or an Affiliate thereof or (III) the continued operation of the existing Contract, notwithstanding the fact that the Company or its Subsidiary ceases to be Affiliates of the Seller thereunder or any of its Affiliates following the consummation of the Contemplated Transactions, or (B) written confirmation from the other party or parties to such Non-Assignable Contract mutually satisfactory in connection therewith, but only form and substance to the extent Seller and the Buyer, that (i) such performance would consent, waiver or approval is 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 thereofrequired. 1.2.3. The provisions of this Section 1.2 shall not affect Seller's indemnification obligations pursuant to Section 8.

Non-Assignable Contracts. To the extent that (i) For purposes of this Agreement, any Customer Contract is not assignable (including any portion of any Mixed-Use Contract pursuant to Section 7.12(a)) or transferable any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent consent, waiver or waiver approval of the other party thereto or any third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to either party thereto (including, but not limited to, including by the exercise of any Governmental termination right thereunder) or Regulatory Authority) (a "Non-assignable Contract"violate any applicable Law or any such Contract referred to in this Section 7.12(b)(i), or if otherwise are subject to a counterparty termination right as a result of 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:deemed a “Non-Assignable Contract”. 1.2.1. Seller shall use its best efforts(ii) With respect to (x) any Contract to which Section 7.10 applies or (y) any Mixed-Use Contract to which Section 7.12(a) applies and, and Purchaser shall reasonably cooperate therewithin the case of either clause (x) or clause (y), which is a Non-Assignable Contract, and, with respect 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 Assignable Contract, any claim, right or benefit arising thereunder or resulting therefrom, the Seller and the Buyer will cooperate and use their respective commercially reasonable efforts to obtain as expeditiously as possible after the date hereof (BA) cooperate in any reasonable and lawful arrangement requested by Purchaser designed to provide such benefits to Purchaser; and (C) at the request of Purchaserwritten consent, 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 waiver 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 approval of the other party or parties theretoto such Non-Assignable Contract for (as applicable) (I) the assignment of the applicable rights and obligations thereunder, (II) the obligations entry into a new Contract or amendment between the Buyer or an Affiliate thereof, or (III) the continued operation of the existing Contract, notwithstanding the fact that the Company or its Subsidiary ceases to be Affiliates of the Seller thereunder or any of its Affiliates following the consummation of the Contemplated Transactions, or (B) written confirmation from the other party or parties to such Non-Assignable Contract mutually satisfactory in connection therewith, but only form and substance to the extent Seller and the Buyer, that (i) such performance would consent, waiver or approval is 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 thereofrequired. 1.2.3. The provisions of this Section 1.2 shall not affect Seller's indemnification obligations pursuant to Section 8.

Non-Assignable Contracts. To Anything in this Agreement ------------------------ contained to the extent contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign (a) any contract or agreement that any Customer Contract is not at law non-assignable or transferable without the consent or waiver of the other party thereto and as to which such consent shall not have been given, or (b) any third party (includingcontract or agreement as to which all the remedies for the enforcement thereof and the rights thereunder enjoyed by Seller would not, but not limited toas a matter of law, any Governmental or Regulatory Authority) (pass to Buyer as an incident of the assignments provided for by this Agreement. Attached hereto as Schedule 3.2 ------------ is a "Nonlist of all such non-assignable Contract")contracts. In order, or if however, that the full value of every contract and agreement of the character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to 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, contracts and the following provisions shall agreements may 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 Sellerrealized, Seller shall (A) provide to Purchaser hereby agrees with Buyer that it will, at Seller's expense the benefits of any such Non-assignable Contractits sole cost and expense, (B) cooperate in any reasonable and lawful arrangement requested by Purchaser designed to provide such benefits to Purchaser; and (C) at the request and under the direction of PurchaserBuyer, enforce for in the account of Purchaser at Seller's expense any right name of Seller arising from any or otherwise, as Buyer shall specify and as shall be permitted by law, take all such Non-assignable Contract against action and do or cause to be done all such other party things as shall be, in the opinion of Buyer, necessary or parties thereto desirable (including 1) in order that the right rights and benefits of Seller under such contracts and agreements shall be preserved and (2) for, and to elect facilitate, the collection of the monies due and payable, and to terminate become due and payable, to Seller in accordance with and under every such contract and agreement, and Seller will hold 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 same for the benefit of and will pay the other party or parties theretosame, the obligations of Seller thereunder or in connection therewithwhen received, 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 thereofBuyer. 1.2.3. The provisions of this Section 1.2 shall not affect Seller's indemnification obligations pursuant to Section 8.

Non-Assignable Contracts. To the extent that (i) For purposes of this Agreement, any Customer Contract is not assignable (including any portion of any Mixed-Use Contract pursuant to Section 7.16(a)) or transferable any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent consent, waiver or waiver approval of the other party thereto or any third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to either party thereto (including, but not limited to, including by the exercise of any Governmental termination right thereunder) or Regulatory Authority) (a "Non-assignable Contract"violate any applicable Law or any such Contract referred to in this Section 7.16(b)(i), or if otherwise are subject to a counterparty termination right as a result of 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:deemed a “Non-Assignable Contract”. 1.2.1. Seller shall use its best efforts(ii) With respect to (x) any Contract to which Section 7.8 applies or (y) any Mixed-Use Contract to which Section 7.16(a) applies and, and Purchaser shall reasonably cooperate therewithin the case of either clause (x) or clause (y), which is a Non-Assignable Contract, and, with respect 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 Assignable Contract, any claim, right or benefit arising thereunder or resulting therefrom, the Seller and the Buyer will cooperate and use their respective commercially reasonable efforts to obtain as expeditiously as possible after the date hereof (BA) cooperate in any reasonable and lawful arrangement requested by Purchaser designed to provide such benefits to Purchaser; and (C) at the request of Purchaserwritten consent, 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 waiver 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 approval of the other party or parties theretoto such Non-Assignable Contract for (as applicable) (I) the assignment of the applicable rights and obligations thereunder, (II) the obligations entry into a new Contract or amendment between the Buyer or an Affiliate thereof, or (III) the continued operation of the existing Contract, notwithstanding the fact that the Company or its Subsidiary ceases to be Affiliates of the Seller thereunder or any of its Affiliates following the consummation of the Contemplated Transactions, or (B) written confirmation from the other party or parties to such Non-Assignable Contract mutually satisfactory in connection therewith, but only form and substance to the extent Seller and the Buyer, that (i) such performance would consent, waiver or approval is 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 thereofrequired. 1.2.3. The provisions of this Section 1.2 shall not affect Seller's indemnification obligations pursuant to Section 8.