Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below.
(b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a).
(c)...
Assignability and Consents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any order, contract, agreement, lease, commitment, license, franchise, authorization or concession, to the extent that an attempted assignment thereof, without the consent of another party thereto or of a Governmental Entity would constitute a breach of any such order, contract, agreement, lease, commitment, license, franchise, authorization or concession. MIC shall use its reasonable efforts, and Intek shall cooperate in all reasonable respects with MIC, to obtain consent to any such assignment or a novation of such contract substituting Intek or MUSA for MIC. For any item for which such consent or novation is not obtained, MIC shall, for a period commencing on the Effective Date and ending upon expiration of the current term of such nonassignable item (without giving effect to any extension thereof, whether automatic or otherwise) or, if no expiration date is stated therein, thirteen months after the Effective Date, provide to Intek the benefit of any such nonassignable item, and MIC shall pay to Intek all monies or other property received by MIC under any such nonassignable item within five (5) business days of MIC's receipt thereof, provided that Intek makes all payments required to be made by MIC pursuant to the terms of such nonassignable items and that Intek performs or obtains performance of all obligations required of MIC under such nonassignable items, in advance of or at such time as such payment or performance is required. At the end of period described in the immediately preceding sentence, MIC shall have no further duties or obligations hereunder with respect to such nonassignable items and the failure to obtain any necessary consent or waiver with respect thereto shall not be a breach of any provision of this Agreement. In the event that Intek or MUSA performs its obligations under a nonassignable item, Intek's may bring such action on behalf of MIC and in MIC's name as shall be reasonably necessary to enforce MIC's or Intek's rights under such nonassignable item; PROVIDED, HOWEVER, that Intek shall bear all costs and expenses of any kind whatsoever incurred by MIC in connection with any such actions and PROVIDED FURTHER that, notwithstanding anything to the contrary contained herein, Intek shall indemnify and hold MIC harmless from and against any and all Damages incurred by MIC directly or indirectly in connection with suc...
Assignability and Consents. To the extent that the consummation of -------------------------- the transactions contemplated herein or the assignment of any of the Acquired Contracts, the Real Property Lease or the Personal Property Leases shall require the consent or waiver of any third party or any federal, state, county, parish, local or foreign governmental entity or municipality or subdivision thereof or any authority, arbitrator, department, commission, board, bureau, body, agency, court or instrumentality thereof (each, a "Governmental Authority"), Seller shall use all reasonable efforts to obtain the consent or waiver of each such third party or Governmental Authority (each, a "Required Consent") to the assignment thereof on or prior to the Closing Date. ASSET PURCHASE AGREEMENT - Page 2 ------------------------
Assignability and Consents. Notwithstanding anything herein to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, sublease or transfer any Acquired Asset if any attempted sale, conveyance, assignment, sublease or transfer of such asset, without the Consent of the other Person to such transfer, would constitute a breach by the Company with respect to such Acquired Asset. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would materially affect the rights of Buyer or the Company, the Company shall cooperate with Buyer in any arrangement designed to provide for Buyer's enjoyment of the benefits under any such Acquired Assets, including, without limitation, enforcement for the benefit of Buyer of any and all rights of the Company under or relating to such Acquired Assets.
Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, if any part of the Business would be (a) prohibited by any applicable Law or (b) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regularity Authority and such authorization, approvals, consents or waivers shall not have been obtained prior to the effective date, then in either case the Contract shall proceed to be into effect without such part of Business; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Party B not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article IX have not been satisfied. Subject to Section 8.02, in the event that the Agreement comes into force without the conveyance of such part of Business, then the Parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Party B shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver. Once such authorization, approval, consent or waiver is obtained, Party A should convey such part of the Business to Party B at no additional cost.
Assignability and Consents. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute agreement to assign any order, contract, agreement, lease, commitment, license, franchise, permits, authorization or concession (the "Accords") if an attempted assignment thereof, without the consent of another party thereto or any Governmental Authority, would constitute a breach of any such Accord or in any way affect the rights of Seller thereunder. Seller shall use all reasonable efforts and Buyer shall cooperate in all reasonable respects with Seller to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey the Assets to Buyer.
Assignability and Consents. To the extent that the consummation of -------------------------- the transactions contemplated herein or the assignment of any of the Acquired Contracts, the Real Property Lease or the Personal Property Leases shall require the consent or waiver of any third party or any federal, state, county, parish, local or foreign governmental entity or municipality or subdivision thereof or any authority, arbitrator, department, commission, board, bureau, body, agency, court or instrumentality thereof (each, a "Governmental Authority"), Seller shall use all reasonable efforts to obtain the consent or waiver of each such third party or Governmental Authority (each, a "Required Consent") to the assignment thereof on or prior to the Closing Date, but the failure of Seller to obtain any Required Consent, other than the Required Consent with ASSET PURCHASE AGREEMENT - Page 2 ------------------------ respect to the assignment of the Real Property Lease, shall not enable Purchaser to terminate this Agreement.
Assignability and Consents. Schedule 1.4 hereto sets forth a list of all Acquired Assets (including Permits and Assigned Contracts) that are nonassignable or nontransferable or cannot be assigned to Buyer without the consent of some other individual, association, corporation, joint stock company, joint venture, limited liability company, partnership, trust or Governmental Authority or other entity or enterprise (collectively, “Persons”). Seller shall take, or cause to be taken by others, all necessary actions required to obtain or satisfy, at the earliest practicable date, all consents, approvals, authorizations, novations, requirements (including filing and registration requirements), waivers and agreements (collectively, “Consents”) from any Persons necessary to authorize, approve or permit the full and complete sale, assignment, transfer, conveyance or sublease of the Acquired Assets to Buyer.
Assignability and Consents. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign any order, contract, agreement, lease, commitment, license, franchise, permit, authorization or concession (collectively, the "Assigned Agreements") if an attempted assignment thereof, without the consent of another party thereto or any governmental authority, would constitute a breach of any such Assigned Agreement or in any way affect the rights of the Company thereunder. The Company shall use its best efforts to obtain all consents, novations and waivers and to resolve all impracticalities of assignments, novations or transfers necessary to convey the Assigned Agreements to Truck City at the earliest practicable date. If such consents, novations or waivers are not obtained, or if an attempted assignment would be ineffective, the Company shall use its best efforts to provide to Truck City the benefits of any such Assigned Agreement, shall enforce, at Truck City's request and for Truck City's account, any rights of the Company under such Assigned Agreement (including the right to elect, renew, extend or terminate) and shall promptly pay to Truck City when received all monies received by the Company under such Assigned Agreement. To the extent Truck City is provided the benefit of any such Assigned Agreement, Truck City shall perform or discharge, on behalf of the Company, the Company's obligations and liabilities under each such Assigned Agreement in accordance with the provisions thereof. This Section 8.2 shall not be construed to require Truck City to assume any additional liability hereunder or to perform under or assume any obligations with respect to the Assigned Agreements in excess of those currently required by such Assigned Agreements. The Company shall use its best efforts to ensure that all contracts entered into by the Company after the date hereof are assignable to Truck City without the consent of the other party thereto.
Assignability and Consents. (a) Required Consents. Transferor shall deliver to Parent and Transferee or their authorized representatives, at or prior to the Closing, a list of (i) Acquired Assets, including Contracts, Permits and Lease Agreements (but excluding leases of office equipment involving future payments of less than $500,000 in the aggregate), that are non-assignable or non-transferable or cannot be subleased to Transferee without the consent of some other individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company or Governmental Authority (collectively, "Person") and (ii) approvals of Governmental Authorities, including the Illinois Commerce Commission (the "ICC"), the Missouri Public Service Commission, the Federal Energy Regulatory Commission, the Securities and Exchange Commission and the Federal Communications Commission that are required for the consummation of the transactions contemplated by this Agreement. Transferor has commenced and shall continue to take, or cause to be taken by others, all necessary actions required to obtain or satisfy, at the earliest practicable date, all consents, novations, approvals, authorizations, requirements (including filing and registration requirements), waivers and agreements ("Consents") from any Persons necessary to authorize, approve or permit the full and complete conveyance, assignment, sublease or transfer of the Acquired Assets, and to consummate and make effective the transactions contemplated by this Agreement and to continue such efforts as may be required after the Closing Date to facilitate the full and expeditious transfer of legal title, or the sublease, as the case may be, of the Acquired Assets.
