Attempted Assignment of Acquired Assets or Assumption of Assumed Liabilities Sample Clauses

Attempted Assignment of Acquired Assets or Assumption of Assumed Liabilities. If any attempted assignment of an Acquired Asset or assumption of any Assumed Liability pursuant to this Agreement would (i) constitute a breach or default under any contract, (ii) violate any Law or (iii) adversely affect the rights, or increase the obligations of Buyer, so that Buyer would not, in fact, receive all such rights, or assume the obligations, of Seller with respect thereto as they exist prior to such attempted assignment or assumption, then Buyer and Seller, without having to incur or suffer any Adverse Consequences, shall enter into such arrangements as may be reasonably acceptable to both Buyer and Seller to provide for or impose upon Buyer the benefits of such Acquired Assets or the obligations of such Assumed Liabilities, as the case may be, and any transfer or assignment to Buyer by Seller of any such Acquired Asset, or any assumption by Buyer of any such Assumed Liabilities, which shall require such consent or authorization of a third party that is not obtained, shall be made subject to such consent or authorization being obtained.