Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchasers of the Contracts is not permitted or is not permitted without the consent of any other party to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Purchasers shall assume no obligations or liabilities thereunder. Seller shall advise Purchasers promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchasers hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Purchasers in any reasonable arrangement designed by Purchasers to provide Purchasers with the rights and benefits, subject to the obligations, under the Contract, including enforcement for the benefit of Purchasers of any and all rights of Seller against any other person arising out of breach or cancellation by such other person and, if requested by Purchasers, Seller shall act as an agent on behalf of Purchasers or as Purchasers shall otherwise reasonably require, in each case at Seller's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchasers Purchaser of the Contracts is not permitted or is not permitted without the consent of any other party to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Purchasers Purchaser shall assume no obligations or liabilities thereunder. Seller shall advise Purchasers Purchaser promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchasers Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Purchasers Purchaser in any reasonable arrangement designed by Purchasers Purchaser to provide Purchasers Purchaser with the rights and benefits, subject to the obligations, under the Contract, including enforcement for the benefit of Purchasers Purchaser of any and all rights of Seller against any other person arising out of breach or cancellation by such other person and, if requested by PurchasersPurchaser, Seller shall act as an agent on behalf of Purchasers Purchaser or as Purchasers Purchaser shall otherwise reasonably require, in each case at Seller's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchasers Purchaser of the Contracts is not permitted or any other rights or is not permitted without the consent of any other party to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Purchasers Purchaser shall assume no obligations or liabilities thereunder. Seller shall advise Purchasers Purchaser promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's ’s obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchasers Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Purchasers Purchaser in any reasonable arrangement designed by Purchasers Purchaser to provide Purchasers Purchaser with the rights and benefits, subject to the obligations, under the Contract, including enforcement for the benefit of Purchasers Purchaser of any and all rights of Seller against any other person arising out of breach or cancellation by such other person and, if requested by Purchasers, Seller shall act as an agent on behalf of Purchasers or as Purchasers shall otherwise reasonably require, in each case at Seller's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Dateperson.

Nonassignable Contracts. To the extent that the assignment hereunder by the Seller to Purchasers the Buyer of the Contracts is not permitted or any Contract is not permitted without the consent of any other party to the such Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Purchasers the Buyer shall assume no obligations or liabilities thereunderunder such Contract. Seller shall use its reasonable best efforts to advise Purchasers Buyer promptly in writing with respect to any Contract which it knows, should know Seller knows or has substantial reason to know that it believe will or may not receive any required consentbe subject to assignment to Buyer hereunder. Without in any way limiting Seller's obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Acquired Assets to Purchasers Buyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummatedconsummate, Seller shall cooperate with Purchasers Buyer following Closing Date in any reasonable arrangement designed by Purchasers to provide Purchasers Buyer with the rights and benefits, benefits (subject to the obligations, ) under the such Contract, including enforcement for the benefit of Purchasers Buyer of any and all rights of Seller against any other person party arising out of any breach or cancellation of any such Contract by such other person party and, if requested by PurchasersBuyer, Seller shall act acting as an agent on of behalf of Purchasers or as Purchasers Buyer shall otherwise reasonably require, in each case at SellerBuyer's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Dateexpense.

Nonassignable Contracts. To Except as set forth on Schedule 8.5, to the extent that the assignment hereunder by Seller to Purchasers of the Contracts is not permitted or is not permitted without the consent of any other party to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Purchasers shall assume no obligations or liabilities thereunder. Seller shall advise Purchasers promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchasers hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Purchasers in any reasonable arrangement designed by Purchasers to provide Purchasers with the rights and benefits, subject to the obligations, under the Contract, including enforcement for the benefit of Purchasers of any and all rights of Seller against any other person arising out of breach or cancellation by such other person and, if requested by Purchasers, Seller shall act as an agent on behalf of Purchasers or as Purchasers shall otherwise reasonably require, in each case at Seller's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller Sellers to Purchasers Purchaser of the Contracts is not permitted or is not permitted without the consent of any other party to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Purchasers Purchaser shall assume no obligations or liabilities thereunder. Seller Sellers shall advise Purchasers Purchaser promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's Sellers' obligation to use their respective best efforts to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchasers Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller Sellers shall cooperate with Purchasers Purchaser in any reasonable arrangement designed by Purchasers Purchaser to provide Purchasers Purchaser with the rights and benefits, subject to the obligations, under the Contract, including enforcement for the benefit of Purchasers Purchaser of any and all rights of Seller Sellers against any other person arising out of breach or cancellation by such other person and, if requested by PurchasersPurchaser, Seller Sellers shall act as an agent on behalf of Purchasers Purchaser or as Purchasers Purchaser shall otherwise reasonably require, in each case at such Seller's cost. Seller agrees , provided SAS shall in no event be obligated to continue its existence for at least three beyond a date eighteen (318) years months from the Closing DateDate and SAC shall in no event be obligated to continue its existence beyond the later of (i) a date eighteen (18) months from the Closing Date or (ii) the date upon which SAC is no longer entitled to receive the M Cash Payments or payments related to any other Contract.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchasers CBI of the Contracts is not permitted or is not permitted without the consent of any other party to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Purchasers shall assume no obligations or liabilities thereunder. Seller shall advise Purchasers promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchasers hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller and the Shareholders shall cooperate with Purchasers in any reasonable arrangement designed by Purchasers to provide Purchasers with the rights and benefits, subject to the obligations, under the Contract, including enforcement for the benefit of Purchasers of any and all rights of Seller against any other person arising out of breach or cancellation by such other person and, if requested by Purchasers, Seller shall act as an agent on behalf of Purchasers or as Purchasers shall otherwise reasonably require, in each case at Seller's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date.cancellation