Consents to Assignments. (a) The Operators will use their best efforts and shall diligently proceed to obtain all Consents of all Persons necessary to permit the assignment of the Designated Contracts or to assign or transfer any of the other Acquisition Assets. In the event that any of the Acquisition Assets are not assignable, or the Person(s) from whom a Consent to any such assignment or transfer, fail(s) or refuse(s) to Consent thereto before the Closing Date, Buyer shall have no obligation to assume and will not assume any such Designated Contract and shall have no obligation to purchase any such Acquisition Asset. In addition, this Agreement shall not constitute an agreement to assign or transfer any such Acquisition Asset or part thereof or any right or benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the Consent of such Person, would constitute a breach thereof or in any way affect the rights of Buyer or Seller thereunder. Notwithstanding the foregoing, all references in this Agreement or any other Transaction Document (other than the Deed, any Xxxx of Sale and Assignment and any other instrument or document conveying title to any Acquisition Assets) to "Acquisition Asset" or "Acquisition Assets" shall continue to have the meaning set forth in Section 2.1 without giving effect to this Section 2.7.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Integrated Living Communities Inc), Asset Purchase Agreement (Integrated Living Communities Inc)
Consents to Assignments. (a) The Operators will use their best efforts and shall diligently proceed to obtain all Consents of all Persons necessary to permit the assignment of the Designated Contracts or to assign or transfer any of the other Acquisition Assets. In the event that any of the Acquisition Assets are not assignable, or the Person(s) from whom a Consent to any such assignment or transfer, fail(s) or refuse(s) to Consent thereto before the Closing Date, Buyer shall have no obligation to assume and will not assume any such Designated Contract and shall have no obligation to purchase any such Acquisition Asset. In addition, this Agreement shall not constitute an agreement to assign or transfer any such Acquisition Asset or part thereof or any right or benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the Consent of such Person, would constitute a breach thereof or in any way affect the rights of Buyer or Seller thereunder. Notwithstanding the foregoing, all references in this Agreement or any other Transaction Document (other than the Deed, any Xxxx of Bixx xf Sale and Assignment and any other instrument or document conveying title to any Acquisition Assets) to "Acquisition Asset" or "Acquisition Assets" shall continue to have the meaning set forth in Section 2.1 without giving effect to this Section 2.7.any
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Living Communities Inc)
Consents to Assignments. (a) The Operators will use their best efforts and shall diligently proceed to obtain all Consents of all Persons necessary to permit the assignment of the Designated Contracts or to assign or transfer any of the other Acquisition Assets. In the event that any of the Acquisition Assets are not assignable, or the Person(s) from whom a Consent to any such assignment or transfer, fail(s) or refuse(s) to Consent thereto before the Closing Date, Buyer shall have no obligation to assume and will not assume any such Designated Contract and shall have no obligation to purchase any such Acquisition Asset. In addition, this Agreement shall not constitute an agreement to assign or transfer any such Acquisition Asset or part thereof or any right or benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the Consent of such Person, would constitute a breach thereof or in any way affect the rights of Buyer or Seller thereunder. Notwithstanding the foregoing, all references in this Agreement or any other Transaction Document (other than the Deed, any Xxxx Bill of Sale and Assignment and xxx any other instrument or document conveying title to any Acquisition Assets) to "Acquisition Asset" or "Acquisition Assets" shall continue to have the meaning set forth in Section 2.1 without giving effect to this Section 2.7.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Living Communities Inc)