Common use of Nonassignable Rights Clause in Contracts

Nonassignable Rights. Notwithstanding anything to the contrary contained herein but without limiting the rights and obligations of the parties under the other provisions of this Agreement (including Section 5.4), this Agreement shall not operate to assign, and there shall not be included in the Acquired Assets, any Intellectual Property, Technology, Permit or Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any Person (except for consents already received), would constitute a breach, default or other contravention thereof or a violation of Law (it being understood that the failure to obtain such consents shall not reduce the Purchase Price or relieve either party from its obligation to consummate at the Closing the transactions contemplated by this Agreement). To the extent that this Section 2.2(c) operates to exclude from the Acquired Assets any such Intellectual Property, Technology, Permit or Contract or any claim, right or benefit arising thereunder or resulting therefrom, the definition of "Business" in the recitals hereto shall be modified to exclude such assets and the business,

Nonassignable Rights. Notwithstanding anything to the contrary -------------------- contained herein but without limiting the rights and obligations of the parties under the other provisions of this Agreement (including Section 5.4), this Agreement shall not operate to assign, and there shall not be included in the Acquired Assets, any Intellectual Property, Technology, Permit or Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any Person (except for consents already received), would constitute a breach, default or other contravention thereof or a violation of Law (it being understood that the failure to obtain such consents shall not reduce the Purchase Price or relieve either party from its obligation to consummate at the Closing the transactions contemplated by this Agreement). To the extent that this Section 2.2(c) operates to exclude from the Acquired Assets any such Intellectual Property, Technology, Permit or Contract or any claim, right or benefit arising thereunder or resulting therefrom, the definition of "Business" in the recitals hereto shall be modified to exclude such assets and the business,, goodwill and rights related thereto until such consents are received, and provided that such assets shall be included in the definition of "Business" to the extent that the benefits thereof inure to Purchaser pursuant to Section 5.4.