Common use of Non-Assignable Contracts Clause in Contracts

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. This Agreement and any document ------------------------ delivered hereunder shall not constitute an agreement assignment or an attempted assignment by a SELLER of any right contemplated to assign any Assigned Contract or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, be assigned to BUYER hereunder: (a) That is not assignable by such SELLER without the consent of a third party thereto, if such consent has not been obtained and such assignment or attempted assignment would constitute a breach thereof; or (b) If the remedies for the enforcement or violation any other particular provisions thereof or a default thereunder and if available to such a consent is SELLER would not obtained at or prior pass to the ClosingBUYER. 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 Each SELLER shall use reasonable commercial effortsefforts (but with no requirement to make any out-of-pocket expenditures) to obtain such consents of third parties as may be necessary for the assignment of such right by such SELLER. To the extent that such right of a SELLER is not assignable or where consents to the assignment thereof cannot be obtained as herein provided, such SELLER shall, at the Closing, assign to BUYER the full benefit thereof (which shall not require the payment of any money be deemed to any third party by Seller or Buyerbe Assets) and grant to 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 law, an irrevocable power of attorney to perform such SELLER's covenants 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 rights in respect of all the period after the Closing Date, and to enforce such Assigned Contracts, if any, less any actual out-of-pocket costs or expenses incurred by SellerSELLER's rights thereunder in the name of such SELLER but for the benefit of BUYER.

Non-Assignable Contracts. This To the extent that any Contract is not capable of being assigned or transferred without the consent or waiver of the other party or parties thereto or any third party (including a government or governmental unit), or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an agreement to assign any Assigned Contract assignment or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment transfer thereof, without or an attempted assignment or transfer of any such Contract. Seller agrees to use commercially reasonable best efforts to obtain prior to the Closing Date all such consents and waivers. If any such consent of a third party thereto, would constitute a breach or violation thereof or a default thereunder and if such a consent waiver 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 before the Closing Date and reasonably satisfactory the Closing is nevertheless consummated, Seller agrees to continue to use its commercially reasonable best efforts to obtain all such consents as have not been obtained prior to such date and further agrees to cooperate with Buyer and after such date in any reasonable arrangement (such as subcontracting, sublicensing or subleasing) designed to provide for Buyer, on terms no less favorable than Seller under which, subject at all times to Buyer's fulfillment of the obligations under such Assigned Contractis entitled to, 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 under the applicable Contracts, if anyincluding, less without limitation, enforcement, at the cost and for the benefit of Buyer, of any actual out-of-pocket costs and all rights of Seller against any other party thereto arising out of the breach or expenses incurred cancellation thereof by Sellersuch party or otherwise. In such event, Buyer shall pay the consideration or perform the obligations, as applicable, of Seller arising under each such Contract, but only to the extent and in an amount commensurate with the amount of the benefit that Buyer actually receives under each such Contract.

Non-Assignable Contracts. This Agreement shall To the extent that third party consents relating to the assignment or transfer to Buyer of any Purchased Agreements have not constitute an agreement been obtained by the Seller Parties as of the Closing, the Seller Parties shall, during the remaining term of such Purchased Agreements (the “Non-Assignable Contracts”), use all commercially available efforts to assign any Assigned Contract or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without (a) obtain the consent of a 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 the applicable Seller Party 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). No Seller Party will take any action or suffer any omission that would constitute limit or 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, such Seller Party is ordered orally or in writing to do so by a breach Governmental Entity of competent jurisdiction or violation thereof or such Seller Party is otherwise required to do so by law; provided that if any such order is appealable, such Seller Party will take such actions as are requested by Buyer to file and pursue such appeal and to obtain a default thereunder and if stay of such a consent is not obtained at or prior to the Closingorder. Subject to Section 8.7 hereof, with With respect to any such Assigned Non-Assignable Contract as to which the necessary approval or 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 for the assignment of any Assigned Contract are not or transfer to Buyer is obtained by Seller at or prior to following the Closing, the applicable Seller Party shall transfer such Non-Assignable Contract to Buyer, for no additional consideration, by execution and Buyer will cooperate to establish delivery of an arrangement (including through a subcontracting, subleasing, sublicensing or similar arrangement) effective as instrument of the Closing Date and conveyance reasonably satisfactory to Buyer and such Seller under which, subject at all times to Buyer's fulfillment of the obligations under such Assigned Contract, the benefits Party within three Business Days following receipt of such Assigned Contract shall be passed to Buyer and Seller shall promptly pay over to Buyer all money approval 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 Sellerconsent.

Non-Assignable Contracts. This Agreement shall In the case of any contracts or agreements which by their terms or by virtue of their subject matter are 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, assignable without the consent of a third party thereto(collectively, 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"NON-ASSIGNABLE CONTRACTS"), Seller and Buyer will use its reasonable commercial effortsbest efforts to obtain, 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 any written consents necessary to convey to Buyer the benefit thereof. In the event that any third party to a Non-Assignable Contract has not consented to an assignment thereof to Buyer for any reason, then Buyer shall have absolutely no liability or obligation to Seller, such third party or any other party with respect to such Non-Assignable Contract and such Non-Assignable Contract shall be deemed to not be an Asset or an Assigned Contract pursuant to the terms of this Agreement; and, if any Non-Assignable Contract is not assigned by Buyer for any reason, and Buyer will cooperate considers in its sole judgment that such Non-Assignable Contract is material to establish an arrangement (including through a subcontracting, subleasing, sublicensing or similar arrangement) effective as of the business to be conducted by Buyer after the Closing Date (as defined in SECTION 3.1) then, at Buyer's option, Buyer shall have no obligation to consummate its purchase hereunder. In the event that Buyer consummates its purchase hereunder and reasonably satisfactory any Non-Assignable Contract has not been assigned to Buyer for any reason then either (a) Buyer and Seller under which, subject at all times shall negotiate in good faith to Buyer's fulfillment of adjust the obligations under Purchase Price based on such Assigned Contract, event and/or (b) Buyer and Seller shall cooperate in good faith with the other party in any reasonable arrangement necessary or desirable to provide Buyer 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 outNon-of-pocket costs or expenses incurred by SellerAssignable Contract.