Certain Provisions Regarding Assignments. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or any claim, right, benefit or obligation thereunder or resulting therefrom if (i) an assignment or transfer thereof, without the Consent of a third party thereto, would constitute a breach or violation thereof or impose any obligation or liability on any Seller and (ii) such Consent is not obtained at or prior to the Closing; provided, that Sellers shall use their reasonable best efforts to obtain such Consents after the Closing.
Certain Provisions Regarding Assignments. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or other Asset or any claim, right, benefit or obligation thereunder or resulting therefrom if (i) an assignment or transfer thereof, without the Consent of a third party thereto, would constitute a breach or violation thereof or would in any way adversely affect the rights (upon transfer) of the applicable Purchaser under such Contract or other Asset or result in the loss or cancellation thereof or require a payment thereunder by reason of the assignment or transfer thereof and (ii) such Consent is not obtained at or prior to the Closing (any such Contract or other Asset is to be referred to herein as a “Restricted Asset”) (it being understood that this Section 2.3(a) shall in no way limit any party’s obligations under Section 6.3(c)).
Certain Provisions Regarding Assignments. (a) Notwithstanding anything contained herein to the contrary, neither this Agreement nor the Assignment and Assumption Agreement shall constitute an agreement to assign or transfer any Assumed Contract or Asset or any claim, right, benefit or obligation thereunder or resulting therefrom if (i) an assignment or transfer thereof, without Consent of a third party thereto, would constitute a breach or violation thereof or would in any way adversely affect the rights (upon transfer) of either Buyers or such Contract or Asset or result in the loss or cancellation thereof or require a payment thereunder by reason of the assignment or transfer thereof and (ii) such Consent is not obtained at or prior to Closing (any such Contract or Asset is to be referred to herein as a “Restricted Asset”).
Certain Provisions Regarding Assignments. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or other Asset or any claim, right, benefit or obligation thereunder or resulting therefrom if (i) an assignment or transfer thereof, without the Consent of a third party thereto, would constitute a breach or violation thereof or would in any way adversely affect the rights (upon transfer) of the Purchaser under such Contract or other Asset or result in the loss or cancellation thereof and (ii) such Consent is not obtained at or prior to the Closing ("Restricted Asset") (it being understood that this Section 2.3(a) shall in no way limit any parties' obligations under Section 6.3(c)).
Certain Provisions Regarding Assignments. (a) Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor any of the actions taken hereunder shall constitute an assignment or an agreement to assign or transfer any Purchased Contract or any claim, right, benefit or obligation thereunder or resulting therefrom if (i) an assignment or transfer thereof, without the Consent of a third party thereto, would constitute a breach or violation thereof, result in a material loss or diminution thereof or impose any Liability on any Seller and (ii) such Consent is not obtained at or prior to the Closing, in which case the provisions of Section 2.3(b) will apply.
Certain Provisions Regarding Assignments. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign the Assigned Contract referenced in Schedule 1.7 if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such Assigned Contract, or would in any way adversely affect the rights of Seller or, upon transfer, Buyer under such Assigned Contract. If any transfer or assignment by Seller to, or any assumption by Buyer of, any interest in, or Liability under, the Assigned Contract referenced in Schedule 1.7 requires the consent of a third party, then such assignment or assumption shall be made subject to such consent being obtained. If such consent is not obtained prior to the Closing, Seller and Buyer shall use commercially reasonable efforts to cooperate (at their own expense) to ensure that Buyer shall, following the Closing, obtain the economic and other (i) benefits and (ii) obligations under the Assigned Contract referenced on Schedule 1.7 with respect to which the consent has not been obtained. The parties acknowledge that this Section 1.7 does not in any way modify the provisions of Sections 6.5, 6.14, and 7.2(f).
Certain Provisions Regarding Assignments. 24 2.4 Excluded Assets................................................... 25
Certain Provisions Regarding Assignments. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the rights of the Selling Parties or, upon transfer, the Purchaser under such asset. If any transfer or assignment by the Selling Parties to, or any assumption by the Purchaser of, any interest in, or Liability under, any asset requires the consent of a third party, then such assignment or assumption shall be made subject to such consent being obtained. To the extent any Assigned Contract may not be assigned to the Purchaser by reason of the absence of any such consent, the Purchaser shall not be required to assume any Assumed Obligations arising under such Assigned Contract.
Certain Provisions Regarding Assignments. (i) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach or violation thereof or impose any obligation or liability on CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and/or Caterpillar and such a consent is not obtained at or prior to the Closing, in which case the provisions of Section 6(d)(ii) shall apply.
Certain Provisions Regarding Assignments. (a) Sellers shall use their commercially reasonable efforts to obtain, and Purchasers shall in good faith cooperate with, and provide reasonable assistance to, Sellers in connection with obtaining, as promptly as is reasonably practicable after the date hereof, the Servicing Agreement Consents (each such Servicing Agreement for which a Servicing Agreement Consent has been obtained, an “Assigned Servicing Agreement”), including taking the steps set forth on Exhibit E.
