Common use of Nonassignable Assets Clause in Contracts

Nonassignable Assets. Nothing in this Agreement, nor the consummation of the transactions contemplated hereby, shall be construed as an attempt or agreement to assign or transfer any Conveyed Asset (including any Assumed Contract) to Purchaser which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity (a “Nonassignable Asset”), unless and until such consent shall have been obtained. From and after the Closing, Seller shall use reasonable best efforts and shall cooperate with Purchaser to the extent requested by Purchaser to obtain any such necessary consents and, to the extent that such consents are not obtained, use reasonable best efforts to assure Purchaser of the benefits of such Conveyed Assets under reasonable and lawful arrangements. Notwithstanding anything to the contrary contained in this Agreement, to the extent that such consents are not obtained, or the benefits of such Conveyed Assets are not provided to Purchaser, Purchaser shall have no obligations with respect thereto.

Nonassignable Assets. Nothing in this Agreement, nor the consummation of the transactions contemplated hereby, shall be construed as an attempt or agreement to assign or transfer any Conveyed Asset (including any Assumed Contract) to Purchaser which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity (a “"Nonassignable Asset”"), unless and until such consent shall have been obtained. From and after the Closing, Seller shall use reasonable best efforts and shall cooperate with Purchaser to the extent requested by Purchaser to obtain any such necessary consents and, to the extent that such consents are not obtained, use reasonable best efforts to assure Purchaser of the benefits of such Conveyed Assets under reasonable and lawful arrangements. Notwithstanding anything to the contrary contained in this Agreement, to the extent that such consents are not obtained, or the benefits of such Conveyed Assets are not provided to Purchaser, Purchaser shall have no obligations with respect thereto.