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 any Person and that consent, waiver or authorization is not obtained, or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of any Contract or other Purchased Asset, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable, notwithstanding anything to the contrary contained herein, 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 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. (c) To the extent that the consents, waivers and authorizations referred to in Section 1.5(a) hereof are not obtained by the Buyer or the Seller, or until the impracticalities of transfer referred to therein are resolved, the Seller shall use reasonable efforts to (i) provide to the Buyer, at the request of the Buyer and at the Seller's expense, the benefits of any Restricted Interests, (ii) cooperate in reasonable and lawful arrangements designed to provide such benefits to the Buyer and (iii) enforce, at the request of the Buyer for the account of the Buyer, any rights of the Seller arising from any Restricted Interests (including the right to elect to terminate in accordance with the terms thereof upon the request of the Buyer).

Assets Not Assignable. (a) To the extent that any interest in any the Contracts, Permits or other assets, properties, rights or interests comprising a part of the Purchased Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of any Person and that consenta third person (including a governmental, waiver regulatory or authorization is not obtainedadministrative authority), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of any Contract of the Contracts, Permits or other Purchased Assetassets, properties, rights or interests, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable, notwithstanding anything to the contrary contained hereinpracticable or would be deemed ineffective, 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, Assets which are transferable notwithstanding such restriction, shall be transferred from the Seller Sellers to the Buyer as provided in this Section 1.51.4. (b) Anything in this Agreement to the contrary notwithstanding, the Seller Sellers shall not be obligated to transfer to the Buyer any Restricted Interests without the Buyer or the Seller Sellers 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 Sellers shall use its reasonable their 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(a1.4(a) hereof. (c) To the extent that the consents, waivers and authorizations referred to in Section 1.5(a1.4(a) hereof are not obtained by the Buyer or the SellerSellers, or until the impracticalities of transfer referred to therein are resolved, the Seller Sellers shall use reasonable their best efforts to (i) provide to the Buyer, at the request of the Buyer and at the Seller's Sellers' expense, the benefits of any Restricted Interests, (ii) cooperate in reasonable and lawful arrangements designed to provide such benefits to the Buyer and (iii) enforce, at the request of the Buyer for the account of the BuyerBuyer at Sellers' expense, any rights of the Seller Sellers arising from any Restricted Interests (including the right to elect to terminate in accordance with the terms thereof upon the request advice of the Buyer). (d) Nothing in this Section 1.4 shall serve as, or be relied upon as, a basis for (i) a reduction in the amount of the Purchase Price to be paid by the Buyer to Sellers at the Closing or (ii) a failure to effectuate a transfer to Buyer at the Closing of possession and title to the Owned Real Estate, Inventories, Receivables, Prepaid Expenses, Equipment, Vehicles, Intellectual Property and Miscellaneous Assets.

Assets Not Assignable. (a) To the extent that any interest in any of the Purchased Assets or Xxxxxxx Properties Purchased Assets is not capable of being assigned, transferred or conveyed without the consent, waiver or authorization of any Person and that consenta third person (including a governmental, waiver regulatory or authorization is not obtainedadministrative authority), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach Breach of any Contract of the Purchased Assets or other Xxxxxxx Properties Purchased AssetAssets, or a violation of any law, statute, decree, rule, regulation or other governmental edict Law or is not immediately practicable, notwithstanding anything to the contrary contained herein, 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 InterestsRESTRICTED INTERESTS"). The entire beneficial interest in any Purchased Assets or Xxxxxxx Properties Purchased Assets subject to a restriction as described above, and any other interest in such Purchased Assets, Assets or Xxxxxxx Properties Purchased Assets which are transferable notwithstanding such restriction, shall be transferred from the Seller or Xxxxxxx Properties to the Buyer as provided in this Section 1.51.6. (b) Anything in this Agreement to the contrary notwithstanding, the Seller and Xxxxxxx Properties 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 and Xxxxxxx Properties 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(a1.6(a) hereof. (c) To the extent that the consents, waivers and authorizations referred to in Section 1.5(a1.6(a) hereof are not obtained by the Buyer Buyer, Seller or the SellerXxxxxxx Properties, or until the impracticalities of transfer referred to therein are resolved, the Seller and Xxxxxxx Properties shall use reasonable its best efforts to (i) provide to the Buyer, at the request of the Buyer and at the Seller's or Xxxxxxx Properties' expense, the benefits of any Restricted Interests, (ii) cooperate in reasonable and lawful arrangements designed to provide such benefits to the Buyer and (iii) enforce, at the request of the Buyer for the account of the Buyer, any rights of the Seller and Xxxxxxx Properties arising from any Restricted Interests (including the right to elect to terminate in accordance with the terms thereof upon the request advice of the Buyer).

Assets Not Assignable. (a) To Schedule 1.5 hereto lists all of the extent Assumed Contracts that require the consent of a third party in order to be assigned to Buyer. Seller promptly will give such notices to third parties and use its reasonable best efforts to obtain the third party consents identified on Schedule 1.5 and such other third party consents and estoppel certificates as Buyer may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement (the "Consents"). Buyer shall cooperate and use reasonable efforts to assist Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Buyer shall have no obligation to give any interest guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which Buyer in its reasonable discretion may deem adverse to its interests or the Business. If any of the Purchased Assets is cannot capable of being assigned, transferred or conveyed be assigned without the consent, waiver or authorization of any Person and that consent, waiver or authorization is not obtaineda third person, or if such assignment, transfer or conveyance assignment or attempted assignment, transfer or conveyance assignment would constitute a breach of under any Contract or other agreement related to any Purchased Asset, or a violation of any law, statute, decree, rule, regulation or other governmental edict or is not immediately practicable, notwithstanding anything to the contrary contained herein, 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 entire beneficial interest If there are any consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Contract as to which such consents were not obtained (or otherwise are not in full force and effect), Buyer may waive any Purchased Assets subject closing conditions as to a restriction as described above, any such Consent and any other interest in such Purchased Assets, which are transferable notwithstanding such restriction, shall be transferred from either: (i) elect to have Seller continue its efforts to obtain the Consents; or (ii) elect to have Seller to the Buyer as provided in this Section 1.5retain that Contract and all Liabilities arising therefrom or relating thereto. (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 each other as to the practicalities of proposed actions, the Seller and Buyer shall use its all reasonable efforts to assist the Buyer each other in obtaining such consents, waivers and authorizations and to resolve any impracticalities of assignment referred to in Section 1.5(a) hereof. (c) To the extent that If the consents, waivers and authorizations referred to in Section 1.5(a) hereof are not obtained by the Buyer or the Seller, or until the impracticalities of transfer referred to therein are resolved, the Seller shall use reasonable efforts to shall, at Buyer's expense (i) provide to the Buyer, at the request of the Buyer and at the SellerBuyer's expenserequest, the benefits of any Restricted InterestsInterests as is reasonably practical, (ii) cooperate in reasonable and lawful arrangements designed to provide such benefits to the Buyer Buyer, and (iii) enforce, at the Buyer's request of the Buyer and for the account of the Buyer's account, any rights of the Seller arising from any Restricted Interests (including the right to elect to terminate in accordance with the terms thereof upon the request of the from Buyer).