Assignment of Certain Acquired Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party (including any Governmental Entity), would after giving effect to the Sale Order and the Bankruptcy Code, constitute a breach or other contravention thereof or a violation of Law or Order by the Bankruptcy Court, or be ineffective with respect to any party to a Contract concerning such Acquired Asset, in each case that cannot be excused or rendered ineffective by operation of the Bankruptcy Code (or the Sale Order) or applicable non-bankruptcy Law; provided, that nothing in this Section 2.6 shall modify any representation or warranty of the Sellers under this Agreement. To the extent that the parties hereto have been unable to obtain any consent that Buyer reasonably deems necessary be obtained for the transfer to Buyer of any of the Acquired Assets by the Closing: (a) such Acquired Asset (a “Specified Asset”) shall not be assigned or transferred to Buyer until such time as such consent is obtained; and (b) Sellers and Buyer shall cooperate with one another to obtain such consent as promptly as practicable thereafter. Until such consent is obtained, Sellers shall use commercially reasonable efforts to preserve such Specified Asset and shall cooperate, and shall use their reasonable efforts to cause their Representatives to cooperate, with Buyer in any lawful arrangement designed to provide Buyer with the benefits of such Specified Assets at no cost to the Buyer in excess of the cost Buyer would have incurred (without modification to the terms of any Contract) if the consent had been obtained, provided, that, the Sellers shall bear no cost or expense with respect to any Specified Assets and all economic burdens associated with the Specified Assets shall be borne by Buyer. If a required consent with respect to a Specified Asset is obtained after the Closing Date, the Specified Asset subject to such consent shall be deemed to have been assigned and transferred to Buyer as of the date such Consent is effective (and all references to the Closing Date shall be deemed to be the effective date of such consent with respect to such Specified Asset). Sellers hereby irrevocably nominate, constitute and appoint Xxxxx as the true and lawful attorn...
Assignment of Certain Acquired Assets. 2.6.1 Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset that is not assignable or transferable without the consent of any Person, other than any Seller, Buyer or any of their respective Affiliates, to the extent that such consent shall not have been given prior to the Closing; provided, however, that Seller shall use, both prior to and after the Closing, commercially reasonable efforts to obtain at its own cost, and Buyer shall use its commercially reasonable efforts to assist and cooperate with Seller in connection therewith, all necessary consents to the assignment and transfer thereof.
