Common use of Non-Assignable Contracts Clause in Contracts

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. The To the extent any such lease, contract, Contract Right, Purchase Order, or commitment included in the Purchased Assets is not capable of being assigned, transferred, subleased or sublicensed without the consent or waiver of the issuer thereof or the other party thereto or any third party (including a government or governmental unit), or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease of any such lease, contract, right or commitment. (a) Anything in this Agreement to the contrary notwithstanding, Seller shallshall not be obligated to unilaterally assign to Buyer any of its rights and obligations in and to any such contract or agreement included in Purchased Assets without first having obtained all necessary consents and waivers. For a reasonable period of time after the Closing Date, during Seller shall use all reasonable efforts, and Buyer shall cooperate with Seller to obtain the consents and waivers referred to in this Section 6.05. (b) To the extent that such consents and waivers are not obtained by Seller, the Buyer shall nonetheless enjoy all of the rights and benefits of the relevant contract and agreement included in Purchased Assets (including all payments and profits thereunder subject to Section 2.05(c) and (d) of this Agreement) for its remaining term, and Buyer shall promptly and fully pay and perform all obligations, costs, expenses and burdens of the relevant contract, and assume all risk of loss thereunder, on behalf of Seller, for 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 Contractscontract.

Non-Assignable Contracts. The (a) Seller shallshall use its reasonable efforts to obtain and deliver to Purchaser at or prior to the Closing such consents as are required to allow the assignment by Seller to Purchaser of Seller's right, during title and interest in, to and under each Contract included in the Purchased Assets. To the extent any such Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including a government or governmental unit), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment or an attempted assignment of such Contract. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to transfer to Purchaser any of its rights and obligations in and to any Contract without first having obtained all necessary consents and waivers to such transfer. For a reasonable period of time after the Closing Date, Seller shall use its reasonable efforts, and Purchaser shall cooperate with Seller, to obtain the consents and waivers referred to in Section 3.4(a) and to obtain any other consents and waivers necessary to convey to Purchaser any Contract. (c) To the extent that such consents and waivers are not obtained by Seller (other than with respect to any Required Consent), or Purchaser does not direct Seller to terminate any foreign exchange contract which constitutes a Contract, a list of which is set forth in Section 3.4(c) of the Disclosure Letter (the "Foreign Exchange Contracts"), Seller and Purchaser shall use their reasonable efforts to establish arrangements that are reasonable and lawful as to both Seller and Purchaser, and which provide to Purchaser the benefits, and impose upon the Purchaser the risks and burdens of, the relevant Contract for the remaining term of each Non-Assignable such Contract, use commercially reasonable efforts to without incurring any financial obligation upon Seller or Purchaser (a) obtain the consent of the third parties required thereunderexcept that, (b) make the benefit of such Non-Assignable Contract available with respect to the Foreign Exchange Contracts, Purchaser so long as the Purchaser fully cooperates will make Seller whole 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 Contracts which Purchaser does not direct Seller to which the necessary approval or consent for the assignment or transfer to the Purchaser is obtained following the Closingterminate). At Purchaser's direction, 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 consentterminate any Foreign Exchange Contract. Following the Closing, Purchaser shall directly pay, or at the option of Seller, reimburse Seller, in advance, for all payments made indemnify and hold Seller harmless from any Losses incurred by Seller or Sole Stockholder in connection with any Non-Assignable termination of any such Foreign Exchange Contract pursuant to the immediately preceding sentence. (d) With respect to the Contracts, Purchaser acknowledges and agrees that the Required Consents are the only consents the receipt of which constitutes a condition precedent to Purchaser's obligation to consummate the purchase and sale of the Purchased Assets contemplated hereby.

Non-Assignable Contracts. The To the extent that third party consents relating to any Seller Agreement have not been obtained by Sellers as of the Closing, Sellers shall, during the remaining term of each such Seller Agreements (the "Non-Assignable ContractContracts"), use commercially reasonable efforts to (a) obtain the consent of the applicable third parties required thereunderparty, (b) make the benefit of such Non-Assignable Contract Contracts available to the Purchaser Buyers so long as the Purchaser Buyers fully cooperates cooperate with the Seller Sellers and promptly reimburses the Seller reimburse Sellers for all payments made by the Seller (with the prior written approval of the Purchaser) Sellers in connection therewith and indemnify Sellers with respect thereto, and (c) enforce, enforce at the request of the Purchaser Buyers and at the sole expense and for the account of the PurchaserBuyers, any right rights of the Seller Sellers arising from such Non-Assignable Contract Contracts 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 Sellers will not take any action or suffer any omission that could limit, which would limit or restrict or terminate in any material respect the benefits to the Purchaser Buyers of such Non-Assignable Contract Contracts unless, in good faith and after consultation with and prior written notice to the PurchaserBuyers, the Seller is (a) Sellers are ordered orally or in writing to do so by a Governmental Body Entity of competent jurisdiction or (b) Sellers are otherwise required to do so by Lawlaw; provided, however, provided that if any such order is appealable, the Seller shall, at the Purchaser’s sole cost and expense, Sellers will take such reasonable actions as are requested by Buyers at the Purchaser expense of Buyers 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 Buyers is obtained following the Closing, the Seller Sellers shall transfer such Non-Assignable Contract to the Purchaser Buyers by execution and delivery of an instrument of conveyance reasonably satisfactory to the Purchaser Buyers and Sellers within five ten (510) Business Days business days following receipt of such approval or consent. Following Notwithstanding the Closingforegoing, Purchaser Sellers shall directly pay, not be indemnified to the extent of any losses which result from (i) Sellers' failure to take any lawful action in accordance with Buyers' reasonable instructions or at the option of Seller, reimburse Seller, in advance, for all payments made by Seller (ii) Sellers' gross negligence or Sole Stockholder in connection with any Non-Assignable Contractswillful misconduct.