Unassignable Assets Clause Samples

Unassignable Assets. Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, to the extent that any of the Contributed Assets are not assignable or otherwise transferable by the Contributing Companies to Newco without the consent, approval or waiver of another party thereto or any third party (including any governmental agency), or if such assignment or transfer would constitute a breach thereof or of any other material contract binding upon the transferor or any of its Affiliates, or a violation of any applicable law, then neither this Agreement nor such Ancillary Agreements shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained. With respect to each such Contributed Asset whose assignment or transfer to Newco requires the consent, approval or waiver of another party thereto or any third party, Newco and SCO shall cooperate and use their mutual reasonable, commercial efforts to obtain such consent, approval or waiver of such other party or parties or such third party to such assignment or transfer as promptly as practicable prior to the Effective Time; and each agrees to supply relevant information to such party or parties or such third party in order to facilitate such objective. Notwithstanding the foregoing, nothing contained herein shall obligate Newco or any Contributing Company to expend or pay any amount to third parties to obtain any consents, approvals or waivers, or to make alternative arrangements available; provided that where the Contributing Companies are unable to effectively assign or otherwise transfer to Newco nor any Contributed Asset without constituting a breach due to such lack of third party consent, the Contributing Companies shall make available to Newco the net economic benefits (such as

Unassignable Assets. (a) Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, but subject to Section 9.3(c) hereof, to the extent that any of the Purchased Assets are not assignable or otherwise transferable to Purchaser, or if such assignment or transfer would constitute a breach thereof or a violation of any applicable law, then neither this Agreement nor such Ancillary Agreements shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained. With respect to each such Purchased Asset, each of Seller and Purchaser shall use its respective commercially reasonable efforts to obtain the consent, approval or waiver of the consenting, approving or waiving party to the assignment or transfer of Seller's rights and obligations thereunder as promptly as practicable, but in any event prior to the Closing Date. The parties agree to cooperate with each other and to supply relevant information to such third party in order to assist each other in its obligations under this Section. Notwithstanding the foregoing, nothing contained herein shall obligate Seller or Purchaser to expend or pay any amount to third parties to obtain any consents, approvals or waivers. (b) If, within 30 days after Closing (or such longer period as Purchaser in its sole discretion may determine), the other party to any Assigned Agreement shall not consent (on terms reasonably satisfactory to Purchaser) to the assignment of the rights of Seller thereunder to Purchaser, then Seller and Purchaser shall cooperate with each other in reasonable and lawful arrangements designed to provide the benefits of such Assigned Agreement to the greatest extent possible to Purchaser, including the enforcement by Seller at the expense of Purchaser and for the benefit of Purchaser of any and all rights of Seller against a third party thereunder; provided, however, that if Purchaser determines that the other party's consent is not required and waives the consent requirement set forth in this Section 2.6, the Contract shall thereupon be considered an Assigned Agreement). (c) If, within 30 days after Closing (or such longer period as Purchaser in its sole discretion may determine), the other party to any Assigned Agreement shall not consent (on terms reasonably satisfactory to Purchaser) to the assignment of the rights of Seller thereunder to Purchaser (but Seller is permitted to subcon...

Unassignable Assets. 7 ------------------- SECTION 2.9. POST CLOSING ACTION..................................... 7 -------------------

Unassignable Assets. Notwithstanding anything else in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Assets or part thereof or any rights or benefits arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the Consent of a third party thereto, would constitute a breach thereof, or make Buyer, Seller or any of their respective Affiliates liable for damages or other penalties thereunder. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Buyer or Seller so that Buyer would not in fact receive all such rights, Seller (i) shall cooperate with Buyer, at Buyer's request, in endeavoring to obtain such Consent and (ii) if any such Consent is unobtainable, shall hold any such Asset or part thereof in trust for Buyer and shall cooperate with Buyer in an arrangement designed to provide to Buyer, at Seller's expense, the benefits and liabilities following Closing with respect to any such Asset or part thereof or any right or benefit arising thereunder or resulting therefrom, including enforcement for the benefit of Buyer of any and all rights of Seller against a third party arising out of the breach or cancellation by such third party or otherwise. Nothing in this Section 12.07 shall be deemed to waive or to require Buyer to waive any of the conditions to Closing relating to obtaining Consents from third parties, or to relieve the Seller of its obligation to obtain prior to closing the Consents otherwise required by this Agreement. Buyer and Seller shall from time to time after the Closing execute and deliver to the other such further instruments and other written assurances and documents as may be reasonably required in order to perfect the transfer of any of the Assets to Buyer, or to ensure that Buyer is entitled to the benefits of the Assets.

Unassignable Assets. Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, but subject to Section 8.02(q) hereof, to the extent that any of the Seller Contracts or any other assets constituting part of the Purchased Assets are not assignable or otherwise transferable to Purchaser and Sub, or if such assignment or transfer would constitute a breach thereof or a violation of any applicable law, then neither this Agreement nor such Ancillary Agreements shall constitute an assignment or transfer (or an

Unassignable Assets. To the extent that any Asset, including without --------------------- limitation the Third Party Contracts, is not assignable or otherwise transferable without the consent of another party, or if assignment or attempted assignment would constitute a breach thereof or a breach of an agreement concerning the Asset, this Agreement shall not constitute an assignment or an attempted assignment thereof unless proper consent to assign by such third party was obtained and in force prior to Closing. Seller shall use its commercially reasonable efforts to obtain the consent or waiver of such other party for the assignment of any such Asset to Buyer in all cases in which such consent or waiver is or may be required. If such consent or waiver cannot be obtained, Seller shall cooperate with Buyer in any commercially reasonable arrangement agreed by the parties that is designed to provide Buyer the benefits intended to be assigned to Buyer under the affected Asset.

Unassignable Assets. Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, to the extent that any of the Seller Contracts or any other assets constituting part of the Purchased Assets are not assignable or otherwise transferable to Purchaser or if any of the Licensed Assets may not be licensed to Purchaser

Unassignable Assets. To the extent that any Asset is not assignable or otherwise transferable without the consent of another party, or if assignment or attempted assignment would constitute a breach thereof or a breach of an agreement concerning the Asset, this Agreement shall not constitute an assignment or an attempted assignment thereof unless proper consent to assign by such third party was obtained and in force prior to Closing. Seller shall use its commercially reasonable efforts to obtain the consent or waiver of such other party for the assignment of any such Asset to Buyer in all cases in which such consent or waiver is or may be required, and shall be solely responsible for the payment of any consent fee or fees associated with the assignment or waiver. If such consent or waiver cannot be obtained, Seller shall cooperate with Buyer in any commercially reasonable arrangement agreed by the parties that is designed to provide Buyer the benefits intended to be assigned to Buyer under the affected Asset.

Unassignable Assets. If any of the Assets, or interest therein, is not transferable or assignable by the Vendor to the Purchaser without the consent of a third party and such consent is not obtained on or prior to the Time of Closing, then the Vendor shall hold the same in trust for the Purchaser and shall convey, assign and transfer such Assets, or such interest therein, as the Purchaser may from time to time direct and shall execute and deliver such further documents, transfers, assignments, assurances and instruments and do such further acts and things as the Purchaser may reasonably request from time to time to convey, assign and transfer such Assets, or such interest therein, to the Purchaser.