Assignment of Acquired Assets. To the maximum extent permitted by the Bankruptcy Code, the Acquired Assets shall be assumed by and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code as of the Closing Date or such other date as specified in the Sale Order or this Agreement, as applicable. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any right thereunder if an attempted assignment without the consent of a third party, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), would be legally invalid. If with respect to any Acquired Asset such consent is not obtained or such assignment is not attainable pursuant to Sections 105, 363 or 365 of the Bankruptcy Code other than as a result of the failure to pay Cure Costs (other than Cure Costs to be paid by Buyer pursuant to Section 2.5), then such Acquired Asset shall not be transferred hereunder and the Closing shall proceed with respect to the remaining Acquired Assets without any reduction in the Purchase Price. In the case of licenses, certificates, approvals, authorizations, leases, Contracts and other commitments included in the Acquired Assets (i) that cannot be transferred or assigned without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer in endeavoring to obtain such consent and, if any such consent is not obtained, Sellers shall, following the Closing, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, cooperate with Buyer in all reasonable respects to provide to Buyer the benefits thereof in some other manner, or (ii) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, following the Closing, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer to provide to Buyer the benefits thereof in some other manner (including the exercise of the rights of Sellers thereunder); provided that nothing in this Section 2.6 shall (x) require Sellers to make any expenditure or incur any obligation on their own or on behalf of Buyer or...
Assignment of Acquired Assets. Effective as of the Closing Date, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer all of Seller’s right, title and interest in, to and under the Acquired Assets free and [***], and Buyer hereby accepts such sale, conveyance, transfer, assignment and delivery from Seller; provided, however, that the tangible Acquired Assets are being specifically assigned and transferred pursuant to the Xxxx of Sale and any other Acquired Assets that are specifically assigned or transferred pursuant to any other Transaction Document are being specifically assigned and transferred pursuant to such other Transaction Documents and, in each case, shall not be assigned or transferred pursuant to this Section 2. 3.
Assignment of Acquired Assets. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset, if, notwithstanding the provisions of Sections 363 and 365 of the Bankruptcy Code, an attempt at assignment or transfer thereof, without the consent or approval required or necessary for such assignment or transfer, would constitute a violation of Law or a breach of an Assigned Contract or Transferred Permit. If, notwithstanding the provisions of Sections 363 and 365 of the Bankruptcy Code and the commercially reasonable efforts of Seller, such consent or approval is required but not obtained with respect to an Acquired Asset, neither Seller nor Purchaser shall be in breach of this Agreement nor shall the Purchase Price be adjusted nor (but subject to the termination rights set forth in Section 8.1) shall the Closing be delayed in respect of such Acquired Asset; provided, however, if the Closing occurs, then, with respect to any Acquired Asset for which consent or approval is required but not obtained, from and after the Closing for a period of no more than six (6) months, Seller shall reasonably cooperate, at Purchaser’s sole cost and expense, with Purchaser in any reasonable arrangement that Purchaser may request in its sole discretion to provide Purchaser with all of the benefits of the applicable Acquired Asset, including enforcement for the benefit of Purchaser of any and all rights of Seller against any party to the applicable Acquired Asset arising out of the breach or cancellation thereof
Assignment of Acquired Assets. After having used its best ----------------------------- efforts, Seller shall have acquired all necessary consents to assign the Acquired Assets to Buyer.
Assignment of Acquired Assets. Effective as of the Effective Date, MTG, on behalf of itself and its Affiliates, hereby sells, conveys, transfers, assigns and delivers to ATMI, all of its and its Affiliates’ right, title and interest in, to and under the Acquired Assets, and ATMI hereby accepts such sale, conveyance, transfer, assignment and delivery from MTG, in each case on the terms and conditions set forth in the Termination Agreement.
Assignment of Acquired Assets. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby, effective as of the Cut-Off Time, sells, conveys, assigns and transfers to Purchaser, all of Seller's right, title and interest in, to and under the Acquired Assets as provided in the Purchase Agreement. On or after the date hereof, Seller shall, to the extent of its obligations under the Purchase Agreement, (i) give such further assurances to Purchaser, execute, acknowledge and deliver all such acknowledgements and other instruments and take such further action as may be reasonably necessary or appropriate to fully and effectively carry out the transactions contemplated hereby; and (ii) use its reasonable best efforts to assist Purchaser and CompuCredit in, and take such action as may reasonably be necessary to effect, the orderly transition of the operations and servicing, relating to the Acquired Assets by the Conversion Date.
Assignment of Acquired Assets. Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, in no event shall the Seller be required to transfer, assign, sublicense (or amend), in whole or in part, any Acquired Asset which (a) is not transferrable or assignable or does not allow sublicensing (or cannot be amended) by its terms without the consent of a third party, (b) transfer, assignment, sublicense or amendment would constitute a breach or other contravention under any agreement or Law to which the Seller is a party or by which any of them are bound, or (c) transfer, assignment, sublicense or amendment would in any way adversely affect the rights of the Seller or, upon transfer, the Purchaser. In the case of any of the foregoing clauses (a), (b) and (c) of this Section 1.7, the Parties will cooperate in a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations under any Acquired Asset in accordance with this Agreement.
Assignment of Acquired Assets. Seller hereby sells, transfers, assigns, conveys and delivers to Buyer all of the right, title, and interest of Seller as of the Cut Off Time in and to the Acquired Assets, free and clear of all Liens.
