Common use of Assets Not Assignable Clause in Contracts

Assets Not Assignable. (a) To the extent that any interest in any of the Purchased Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of a third person (including a governmental, regulatory or administrative authority), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of the terms of the agreement governing any Purchased Asset, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest (such interests being hereinafter collectively referred to as "Restricted Interests"). The entire beneficial interest in any Purchased Assets subject to a restriction as described above, and any other interest in such Purchased Assets which are transferable notwithstanding such restriction, shall be transferred from the Seller to the Buyer as provided in this Section 1.5. (b) Anything in this Agreement to the contrary notwithstanding, the Seller shall not be obligated to transfer to the Buyer any Restricted Interests without the Buyer or the Seller first having obtained all consents, waivers and authorizations necessary for such transfers. In consultation with the Buyer as to the practicalities of proposed actions, the Seller shall use its reasonable best efforts to assist the Buyer in obtaining such consents, waivers and authorizations and to resolve any impracticalities of assignment referred to in Section 1.5(a) hereof.

Assets Not Assignable. (ai) To the extent that any interest in any of the Purchased Acquired Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of a third person (including a governmentalany Person and that consent, regulatory waiver or administrative authority)authorization is not obtained, or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a material breach of any contract that is called for to be set forth on the terms of the agreement governing any Purchased AssetDisclosure Schedule in response or as an exception to Section 3(p) below, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable, then this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest (such interests being hereinafter collectively referred to as "“Restricted Interests"”). The entire beneficial interest in any Purchased Assets subject to a restriction as described above, and any Any other interest in such Purchased Assets an Acquired Asset, which are is transferable notwithstanding such restrictionRestricted Interest, shall be transferred at Closing from the Seller Sellers to the Buyer Buyers as provided in this Section 1.52(l). (bii) Anything in this Agreement to the contrary notwithstanding, the Seller shall not be obligated to transfer to the Buyer any Restricted Interests without the Buyer or the Seller first having obtained all consents, waivers and authorizations necessary for such transfers. In consultation with the Buyer Buyers as to the practicalities of proposed actions, the Seller Sellers shall use its their commercially reasonable best efforts to assist the Buyer Buyers in obtaining such consents, waivers and authorizations and to resolve any impracticalities of assignment referred to in Section 1.5(a2(l)(i) hereof. (iii) To the extent that the consents, waivers and authorizations referred to in Section 2(l)(i) hereof are not obtained by the Buyers or the Sellers, or until the impracticalities of transfer referred to therein are resolved, the Sellers shall use commercially reasonable efforts to (A) provide to the Buyers the benefits of any Restricted Interests, (B) cooperate in reasonable and lawful arrangements designed to provide such benefits to the Buyers and (C) enforce, at the request of the Buyers for the account of the Buyers and at the Buyer’s expense, any rights of the Sellers arising from any Restricted Interests (including the right to elect to terminate the Restricted Interest in accordance with the terms thereof upon the request of the Buyers), including, obtaining the authorization from the Office of Industrial Tax Exemption of Puerto Rico for the transfer of the Puerto Rico Tax Grant, and the assignment of the real estate lease by the Puerto Rico Industrial Development Company (“PRIDCO Lease”); provided, that such efforts shall not include any requirement that Seller Parties commence any litigation, offer or grant any accommodation (financial or otherwise) or make any payment to any third party.

Assets Not Assignable. (a) To the extent that If any interest in any of the Purchased Assets is not capable of being assigned, transferred or conveyed assigned without the consent, waiver or authorization consent of a third person (including a governmental, regulatory or administrative authority), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance assignment would constitute a breach of the terms of the under any agreement governing related to any Purchased Asset, or a violation of any law, statute, decree, rule, regulation or other governmental edict law or is not immediately practicable, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance assignment of such interest (such interests being hereinafter collectively referred to as "Restricted Interests"). The To the extent not a violation of the agreement related to a Restricted Interest, the entire beneficial interest in any Purchased Assets subject to a restriction as described above, and any other interest interests in such Purchased Assets which are transferable notwithstanding such restriction, shall be transferred (net of expenses incurred by Seller in connection with a Restricted Interest) from the Seller to the Buyer as provided in this Section 1.5. (b) Anything in this Agreement to the contrary notwithstanding, the Seller shall not be obligated to transfer to the Buyer any Restricted Interests without the Buyer or the Seller first having obtained all consents, waivers consents and authorizations necessary for such transfers. In consultation with the Buyer each other as to the practicalities of proposed actions, the Seller and Buyer shall use its all reasonable best efforts to assist the Buyer each other in obtaining such consents, waivers consents and authorizations and to resolve any impracticalities of assignment referred to in Section 1.5(a) hereof. (c) If the consents and authorizations referred to in Section 1.5(a) hereof are not obtained by Buyer or Seller, or until the impracticalities of transfer referred to therein are resolved, Seller shall use all reasonable efforts to (i) provide to Buyer, at Buyer's request, the benefits of any Restricted Interests (net of expenses incurred by Seller in connection with such Restricted Interests), (ii) cooperate in reasonable and lawful arrangements designed to provide such benefits to Buyer, and (iii) enforce, at Buyer's request and for Buyer's account, any rights of Seller and Shareholders arising from any Restricted Interests (including the right to elect to terminate in accordance with the terms thereof upon request from Buyer).