Common use of Unassignable Contracts Clause in Contracts

Unassignable Contracts. Notwithstanding anything to the contrary stated in this Agreement, if (a) any Contract, Warranty or Purchase Order is not capable of being sold, assigned, transferred or conveyed in the absence of the approval, consent or waiver of any other person without conflicting with, violating, constituting a default under or breaching such Contract, Warranty or Purchase Order, and (b) all necessary approvals, consents and waivers of all parties to such Contract, Warranty or Purchase Order have not been obtained at or prior to the Closing, then Buyer shall assume the obligations and liabilities of Sellers under such Contract, Warranty or Purchase Order (but not such Contract, Warranty or Purchase Order itself), and the claims, rights and benefits of Sellers arising under such Contract, Warranty or Purchase Order or resulting therefrom after the Cut-Off Date (but not such Contract, Warranty or Purchase Order itself) shall be included in the Assets transferred to Buyer hereunder (and any such payments or other benefits received by Sellers therefrom after the Cut-Off Date shall immediately be transferred by Sellers to Buyer), and Sellers shall, following the Closing, use all reasonable efforts to assist Buyer in attempting to obtain the necessary approvals, consents and waivers (provided that Sellers shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any approval, consent or waiver), and shall promptly execute all documents necessary to complete the transfer of such Contract, Warranty or Purchase Order to Buyer if such approvals, consents and waivers are obtained.

Unassignable Contracts. (a) Notwithstanding anything to the contrary stated in this Agreement, if (ai) any Contract, Warranty or Purchase Order is not capable of being sold, assigned, transferred or conveyed in the absence of the approval, consent or waiver of any other person Person without conflicting with, violating, constituting a default under or breaching such Contract, Warranty or Purchase Order, and (bii) all necessary approvals, consents and waivers of all parties to such Contract, Warranty or Purchase Order have not been obtained at or prior to the Closing, then Buyer shall assume the performance obligations of Seller and liabilities of Sellers its Affiliates under each such Contract, Warranty or Purchase Order (but not each, an "Unassigned Contract") shall be deemed to be subleased or subcontracted to Buyer (to the maximum extent permitted by Requirements of Law or any applicable agreement) until such Contract, Warranty Unassigned Contract has been assigned or Purchase Order itself), and the novated. All claims, rights and benefits of Sellers Seller or any of its Affiliates arising under such Contract, Warranty or Purchase Order Unassigned Contract or resulting therefrom after the Cut-Off Date (but not such Contract, Warranty or Purchase Order Unassigned Contract itself) shall (to the maximum extent permitted by Requirements of Law or any applicable agreement) be included in the Assets transferred to Buyer hereunder (and any such payments or other benefits received by Sellers Seller or any of its Affiliates therefrom after the Cut-Off Date shall immediately be transferred by Sellers Seller or any such Affiliate to Buyer), and Sellers shall, following . Following the Closing, Seller shall, and Seller shall cause its Affiliates to, and Buyer shall, use all commercially reasonable efforts to assist Buyer in attempting to obtain the necessary approvals, consents and waivers (provided that Sellers neither Buyer nor Seller or any of their respective Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any approval, consent or waiver), and shall promptly execute all documents necessary to complete the transfer of such Contract, Warranty or Purchase Order Unassigned Contract to Buyer if such approvals, consents and waivers are obtained. Buyer shall not have any obligation to indemnify Seller or any of its Affiliates pursuant to the terms of this Agreement, and shall have no obligations whatsoever, with respect to any Unassigned Contract for which Buyer cannot receive all the benefits of such Unassigned Contract; provided that to the extent that Buyer receives any benefit under an Unassigned Contract prior to the transfer of such Unassigned Contract to Buyer, Buyer shall be responsible for any obligation under such Unassigned Contract that arises in respect of such benefit received by Buyer. (b) Following the Effective Time, (i) Seller shall, and Seller shall cause its Affiliates to, use commercially reasonable efforts to take actions that are necessary to allow Buyer to exercise any right of Seller arising from any Unassigned Contract (including the right to elect to terminate such Unassigned Contract in accordance with the terms thereof) and (ii) neither Seller nor any of its Affiliates shall take any action under any Unassigned Contract that would reasonably be expected to limit, restrict or terminate the benefits to Buyer of such Unassigned Contract unless, in good faith and after prior written notice to Buyer, Seller or any of its Affiliates is (A) ordered orally or in writing to do so by a Governmental Body of competent jurisdiction, or (B) otherwise required to do so by Requirements of Law; provided, however, that if any such order is appealable, Seller shall, or Seller shall cause its Affiliates to, at Buyer's cost and expense, take such actions as are reasonably requested by Buyer to file and pursue such appeal and to obtain a stay of such order; provided further that Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party with respect to clause (i) or (ii) of this Section 2.2

Unassignable Contracts. Notwithstanding anything to the contrary stated in this Agreement, if if: (a) the assignment of any Contract, Warranty or Purchase Order is not capable of being sold, assigned, transferred or conveyed in the absence of contract that would otherwise be an Assigned Contract without the approval, consent consent, or waiver of any other person without conflicting another party thereto would violate, conflict with, violatingresult in a breach or termination of, constituting or constitute a default or event of default under (or breaching such Contractan event that with due notice, Warranty lapse of time, or Purchase Orderboth, and would constitute a default or event of default under), the terms of the contract or result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Asset or enable another party to the contract to terminate the contract or agreement or impose a penalty or additional payment obligations or accelerate any obligation of Seller or Buyer under the contract; and (b) all reasonably necessary approvals, consents consents, and waivers of all parties to such Contract, Warranty or Purchase Order the contract have not been obtained at on or prior before the Closing Date in order to avoid the Closing, consequences set forth in Section 2.5(a); then Buyer shall not be obligated to assume the contract (and if Buyer does not assume the contract, the contract shall not be included in the Assigned Contracts or the Assets at the Closing); provided that Buyer may, at its sole discretion, elect, by written notice to Seller, to assume the obligations and liabilities of Sellers Seller under the contract (to the extent the same would constitute Assumed Liabilities had such Contract, Warranty or Purchase Order contract been included in the Assigned Contracts at the Closing) (but not such Contract, Warranty or Purchase Order the contract itself), in which event: (i) such obligations and the claims, rights and benefits of Sellers arising under such Contract, Warranty or Purchase Order or resulting therefrom after the Cut-Off Date liabilities (but not such Contract, Warranty or Purchase Order the contract itself) shall be included in the Assets Assumed Liabilities, the claims, rights, and benefits of Seller arising under the contract or resulting therefrom (but not the contract itself) shall be included in the Assigned Contracts and transferred to Buyer hereunder (hereunder, and any such payments or other benefits received by Sellers Seller therefrom after the Cut-Off Date Closing shall immediately be transferred by Sellers Seller to Buyer), and Sellers shall, following ; and (ii) after the Closing, Seller shall use all reasonable efforts to assist Buyer in attempting to obtain the necessary approvals, consents consents, and waivers (provided that Sellers shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any approval, consent or waiver), and shall promptly execute all documents necessary to complete the transfer of such Contract, Warranty or Purchase Order the contract to Buyer if such approvals, consents consents, and waivers are obtainedobtained (whereupon such contract shall be included in the Assigned Contracts).

Unassignable Contracts. (a) Notwithstanding anything to the contrary stated in this Agreement, if (ai) any Contract, Warranty or Purchase Order is not capable of being sold, assigned, transferred or conveyed in the absence of the approval, consent or waiver of any other person Person without conflicting with, violating, constituting a default under or breaching such Contract, Warranty or Purchase Order, and (bii) all necessary approvals, consents and waivers of all parties to such Contract, Warranty or Purchase Order have not been obtained at or prior to the Closing, then Buyer shall assume the obligations and liabilities of Sellers Seller and the Companies under such Contract, Warranty or Purchase Order (each, an “Unassigned Contract”) (but not such Contract, Warranty or Purchase Order Unassigned Contract itself), and the claims, rights and benefits of Sellers Seller or any of the Companies arising under such Contract, Warranty or Purchase Order Unassigned Contract or resulting therefrom after the Cut-Off Date (but not such Contract, Warranty or Purchase Order Unassigned Contract itself) shall (to the maximum extent permitted by Requirements of Law or any applicable agreement) be included in the Assets transferred to Buyer hereunder (and any such payments or other benefits received by Sellers Seller or any of the Companies therefrom after the Cut-Off Date shall immediately be transferred by Sellers Seller or any such Company to Buyer), and Sellers at the request of Buyer, Seller and the Companies shall, following the Closing, use all commercially reasonable efforts to obtain, and to assist Buyer in attempting to obtain obtain, the necessary approvals, consents and waivers (provided that Sellers Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any approval, consent or waiverwaiver except to the extent Buyer agrees to reimburse Seller for any such payment made by Seller at the request of Buyer), and shall promptly execute all documents necessary to complete the transfer of such Contract, Warranty or Purchase Order Unassigned Contract to Buyer if such approvals, consents and waivers are obtained. (b) Following the Effective Time, (i) Seller and the Companies shall use commercially reasonable efforts, at the request of Buyer and at the expense and for the account of Buyer, to take actions that are necessary to allow Buyer to exercise any right of Seller or any of the Companies arising from any Unassigned Contract (including the right to elect to terminate such Unassigned Contract in accordance with the terms thereof) and (ii) neither Seller nor any of the Companies shall take any action under any Unassigned Contract that would reasonably be expected to limit, restrict or terminate in any material respect the benefits to Buyer of such Unassigned Contract unless, in good faith and after consultation with and prior written notice to Buyer, Seller or any of the Companies is (A) ordered orally or in writing to do so by a Governmental Body of competent jurisdiction or (B) otherwise required to do so by Requirements of Law; provided, however, that if any such order is appealable, Seller or the Companies shall, at Buyer’s cost and expense, take such actions as are reasonably requested by Buyer to file and pursue such appeal and to obtain a stay of such order; provided further that Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party with respect to clause (i) or (ii) of this Section 2.2(b) except to the extent Buyer agrees to reimburse Seller for any such payment made by Seller at the request of Buyer.

Unassignable Contracts. Notwithstanding anything The Company hereby notifies Buyer that the Contracts and Permits set forth in Schedule 7(l) (x) are not permitted to be assigned to Buyer, (y) are not permitted to be assigned to Buyer without the contrary stated in this Agreementconsent of another party to such agreement and an applicable consent has not been obtained, if or (az) any Contract, Warranty or Purchase Order is cannot capable of being sold, assigned, transferred or conveyed in the absence of the approval, consent or waiver of any other person be assigned to Buyer without conflicting with, violating, constituting a default under breach thereof or breaching such Contractcause a loss of contractual benefits thereunder (collectively, Warranty or Purchase Order“Unassignable Contracts”). This Agreement shall not be deemed to constitute an assignment of Unassignable Contracts, and (b) Buyer shall assume no Liabilities or obligations under any such agreement. The Company has used its reasonable best efforts to identify Unassignable Contracts and has notified Buyer in writing with respect to any agreement which the Company knows or has substantial reason to believe shall not or may not be subject to assignment to Buyer hereunder. Without in any way limiting the Company’s obligation to obtain all necessary approvals, consents and waivers necessary for the sale, transfer, assignment and delivery of all parties the agreements and the other Purchased Assets to Buyer hereunder, if any such Contractconsent is not obtained or if such assignment is not permitted irrespective of consent, Warranty the Company shall continue to seek consent or Purchase Order have not been obtained at or prior to other approval for the sale, transfer, assignment and delivery of such Unassignable Contracts after the Closing, then and shall also cooperate with Buyer shall assume following the obligations and liabilities of Sellers under such Contract, Warranty or Purchase Order (but not such Contract, Warranty or Purchase Order itself), and Closing in any reasonable arrangement requested by Buyer to provide it with the claims, rights and benefits (subject to the Buyer assuming and becoming liable for any corresponding obligations that do not stem from any breach, acceleration or termination arising from the deemed transfer of Sellers arising the Unassignable Contract to the Buyer) under any such Unassignable Contract, Warranty including enforcement for the benefit of Buyer of any and all rights of the Company against any other party arising out of any breach or Purchase Order or resulting therefrom after the Cut-Off Date (but not such Contract, Warranty or Purchase Order itself) shall be included in the Assets transferred to Buyer hereunder (and cancellation of any such payments agreement by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or other benefits received by Sellers therefrom after as Buyer shall otherwise reasonably require. The Company shall continue to perform under the Cut-Off Date shall immediately be transferred by Sellers to Buyer), and Sellers shall, following the Closing, use all reasonable efforts to assist Buyer in attempting to obtain the necessary approvals, consents and waivers (provided that Sellers shall not be required to make terms of any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any approval, consent or waiver), and shall promptly execute all documents necessary to complete the transfer Unassignable Contracts without such performance constituting a breach of such Contract, Warranty or Purchase Order to Buyer if such approvals, consents and waivers are obtainedthis Agreement.

Unassignable Contracts. (a) Notwithstanding anything to the contrary stated in this Agreement, if (ai) any Contract, Warranty or Purchase Order is not capable of being sold, assigned, transferred or conveyed in the absence of the approval, consent or waiver of any other person Person without conflicting with, violating, constituting a default under or breaching such Contract, Warranty or Purchase Order, and (bii) all necessary approvals, consents and waivers of all parties to such Contract, Warranty or Purchase Order have not been obtained at or prior to the Closing, then Buyer shall assume the obligations and liabilities of Sellers Seller and the Companies under such Contract, Warranty or Purchase Order (each, an "Unassigned Contract") (but not such Contract, Warranty or Purchase Order Unassigned Contract itself), and the claims, rights and benefits of Sellers Seller or any of the Companies arising under such Contract, Warranty or Purchase Order Unassigned Contract or resulting therefrom after the Cut-Off Date (but not such Contract, Warranty or Purchase Order Unassigned Contract itself) shall (to the maximum extent permitted by Requirements of Law or any applicable agreement) be included in the Assets transferred to Buyer hereunder (and any such payments or other benefits received by Sellers Seller or any of the Companies therefrom after the Cut-Off Date shall immediately be transferred by Sellers Seller or any such Company to Buyer), and Sellers at the request of Buyer, Seller and the Companies shall, following the Closing, use all commercially reasonable efforts to obtain, and to assist Buyer in attempting to obtain obtain, the necessary approvals, consents and waivers (provided that Sellers Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any approval, consent or waiverwaiver except to the extent Buyer agrees to reimburse Seller for any such payment made by Seller at the request of Buyer), and shall promptly execute all documents necessary to complete the transfer of such Contract, Warranty or Purchase Order Unassigned Contract to Buyer if such approvals, consents and waivers are obtained.