Common use of Assets Not Assigned at Closing Clause in Contracts

Assets Not Assigned at Closing. To the extent that any of the Assets including Intellectual Property, Licensed Technology, and Contracts that would otherwise be assigned under this Agreement, as contemplated by Section 3.2(a)(iii), are not capable of being assigned, transferred, subleased or sublicensed without the consent of, or waiver by, any other Party thereto or any other Person, or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of any Legal Requirement, this Agreement shall not constitute an assignment, transfer, sublease or sublicense, or an attempted assignment, transfer, sublease or sublicense of any such Asset. In the event Seller is unable to obtain a required consent, the Seller and Buyer shall cooperate and use reasonable efforts to implement arrangements designed to obtain for Buyer (without cost or expense to Buyer beyond that which Buyer would otherwise pay in customary and ordinary license fees (but not transfer fees), if any, to a third party licensor for assignment of the license to Buyer) the benefits and privileges of the applicable asset, instrument, contract, license or document and assuming implementation of such alternative agreement, the failure to obtain the consent will not constitute a failure of a condition to close. Even if Buyer waives the condition in Section 7.3 with respect to a particular consent, Seller, for a period of ninety (90) days after Closing, will continue to use its reasonable efforts with the assistance of Buyer to obtain a consent to an assignment from Seller to Buyer of each of the Contracts and License Agreements listed which assignments are not made at Closing.

Assets Not Assigned at Closing. To the extent that any of the Assets including Intellectual Property, Licensed Technology, Contracts, Leases and Contracts Easements, Marketers Agreements or Permits that would otherwise be assigned under this Agreement, as contemplated by Section 3.2(a)(iii), are not capable of being assigned, transferred, subleased or sublicensed without the consent of, or waiver by, any other Party thereto or any other Person, or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of any Legal Requirement, this Agreement shall not constitute an assignment, transfer, sublease or sublicense, or an attempted assignment, transfer, sublease or sublicense of any such Asset. In the event Seller is unable to obtain a required consent, the Seller and Buyer shall cooperate and use reasonable efforts to implement arrangements designed to obtain for Buyer (without cost or expense to Buyer beyond that which Buyer would otherwise pay in customary and ordinary license fees (but not transfer fees), if any, to a third party licensor for assignment of the license to Buyer) the benefits and privileges of the applicable asset, instrument, contract, license or document and assuming implementation of such alternative agreement, the failure to obtain the consent will not constitute a failure of a condition to close. Even if Buyer waives the condition in Section 7.3 with respect to a particular consent, Seller, for a period of ninety (90) days after Closing, will continue to use its reasonable efforts with the assistance of Buyer to obtain a consent to an assignment from Seller to Buyer of each of the Contracts Contracts, Leases, Easements and License Agreements Permits listed which assignments are not made at Closing.