Common use of Inability to Assign Assigned Contracts Clause in Contracts

Inability to Assign Assigned Contracts. (a) Notwithstanding anything to the contrary contained in this Agreement or in any Ancillary Document, to the extent that the assignment or attempted assignment to Buyer of any Assigned Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, is prohibited by any Law, or would require any consent, waiver, authorization, notice or novation by any Person, and such consent, waiver, authorization, notice or novation has not been obtained or made prior to the Closing in a form and substance reasonably acceptable to Buyer, or with respect to which any attempted assignment would be ineffective or would materially and adversely affect the rights of Seller or Buyer thereunder, then neither this Agreement nor any Ancillary Document will constitute an assignment or attempted assignment thereof, and the same will not be assigned at the Closing. (b) Both prior and subsequent to the Closing, Seller will use reasonable efforts and cooperate with Buyer to obtain promptly all consents, waivers, authorizations or novations and to timely give all notices required with respect to the Assigned Contracts and Permits, in form and substance reasonably acceptable to Buyer. Except as set forth in Section 12.11, Seller will bear and pay the cost of all filing, recordation and similar fees and Taxes payable to any Governmental Authority in connection with the assignment of the Assigned Contracts and Permits and any additional fees or charges (howsoever denominated) required by any Person in connection with the assignment of any of the Assigned Contracts or Permits or any related consent, waiver, authorization, novation or notice. (c) If any consent, waiver, authorization, novation or notice that is required for the effective assignment to Buyer of any Assigned Contract or Permit cannot be obtained or made and, as a result, the material benefits of such Assigned Contract or Permit cannot be provided to Buyer following the Closing as otherwise required in accordance with this Agreement, then Seller will use reasonable efforts to provide Buyer with the economic benefits (taking into account all burdens and benefits, including Tax costs and benefits) and operational benefits of any such Assigned Contract, and to permit Buyer to perform Seller’s obligations and enforce Seller’s rights under such Assigned Contract or Permit as if such Assigned Contract or Permit had been assigned to Buyer (and as if Seller had obtained or made such consent, waiver, authorization, novation, or notice as the case may be), including (i) enforcing, at Buyer’s request, any rights of Seller arising with respect thereto, including the right to terminate such Assigned Contract upon the request of Buyer, and (ii) permitting Buyer to enforce any rights arising with respect thereto. Seller will pay to Buyer, when received, all income, proceeds and other monies received by Seller from third parties to the extent related to Buyer’s intended rights under any Assigned Contract, as contemplated by this Agreement, including this Section 3.10(c). Once any such consent, waiver, authorization or novation is obtained or notice is properly made in form and substance reasonably acceptable to Buyer, Seller will assign such Assigned Contract or Permit to Buyer at no additional cost to Buyer. Any expenses incurred by Seller, and any reasonable expenses incurred by Buyer, in connection with the arrangements contemplated by this Section 3.10(c) will be borne by Seller. (d) For purposes of this Section 3.10, it shall be reasonable for Buyer not to accept the form and substance of any consent, waiver, authorization, novation or notice if it (i) changes or modifies, in any material respect, any Assigned Contract or Permit; (ii) results in any cost to Buyer; or (iii) makes any representations concerning, or attempts to impose any conditions on, Buyer (other than the obligation to pay or perform the obligations expressly set forth in such Assigned Contract to the extent such obligations constitute Assumed Liabilities).

Inability to Assign Assigned Contracts. (a) Notwithstanding anything to the contrary contained in this Agreement or in any Ancillary DocumentRelated Agreement, to the extent that the assignment or attempted assignment to Buyer Purchaser of any Assigned Contract or PermitPermit that is included among the Purchased Assets, including any Inbound License relating to Software included in the Purchased Assets (each, an “Assigned Contract”), or any claim, right or benefit arising thereunder or resulting therefrom, is prohibited by any Law, or would require any consent, waiver, authorization, notice or novation by any Person, and such consent, waiver, authorization, notice or novation has not been obtained or made prior to the Closing in a form and substance reasonably acceptable to BuyerPurchaser, or with respect to which any attempted assignment would be ineffective or would materially and adversely affect the rights of Seller or Buyer Purchaser thereunder, then neither this Agreement nor any Ancillary Document Related Agreement will constitute an assignment or attempted assignment thereof, and the same will not be assigned at the Closing. (b) Both prior and subsequent to the Closing, Seller will use reasonable efforts and cooperate with Buyer Purchaser to obtain promptly all consents, waivers, authorizations or novations and to timely give all notices required with respect to the Assigned Contracts and PermitsContracts, in form and substance reasonably acceptable to BuyerPurchaser. Except as set forth provided in Section 12.119.11, Seller will bear and pay the cost of all filing, recordation and similar fees and Taxes payable to any Governmental Authority in connection with the assignment of the Assigned Contracts and Permits and any additional fees or charges (howsoever denominated) required by any Person in connection with the assignment of any of the Assigned Contracts or Permits or any related consent, waiver, authorization, novation or notice. (c) If any consent, waiver, authorization, novation or notice that is required for the effective assignment to Buyer Purchaser of any Assigned Contract or Permit cannot be obtained or made and, as a result, the material benefits of such Assigned Contract or Permit cannot be provided to Buyer Purchaser following the Closing as otherwise required in accordance with this Agreement, then Seller will use reasonable efforts to provide Buyer Purchaser with the same economic benefits (taking into account all burdens and benefits, including Tax costs and benefits) and operational benefits of any such Assigned Contract, and to permit Buyer Purchaser to perform Seller’s obligations and enforce Seller’s rights under such Assigned Contract or Permit as if such Assigned Contract or Permit had been assigned to Buyer Purchaser (and as if Seller had obtained or made such consent, waiver, authorization, novation, or notice as the case may be), including (i) enforcing, at BuyerPurchaser’s request, any rights of Seller arising with respect thereto, including the right to terminate such Assigned Contract upon the request of BuyerPurchaser, and (ii) permitting Buyer Purchaser to enforce any rights arising with respect thereto. Seller will pay to BuyerPurchaser, when received, all income, proceeds and other monies received by Seller from third parties to the extent related to BuyerPurchaser’s intended rights under any Assigned Contract, as contemplated by this Agreement, including this Section 3.10(c1.5(c). Once any such consent, waiver, authorization or novation is obtained or notice is properly made in form and substance reasonably acceptable to BuyerPurchaser, Seller will assign such Assigned Contract or Permit to Buyer Purchaser at no additional cost to BuyerPurchaser. Any expenses incurred by Seller, and any reasonable expenses incurred by BuyerPurchaser, in connection with the arrangements contemplated by this Section 3.10(c1.5(c) will be borne by Seller. (d) For purposes of this Section 3.101.5, it shall will be reasonable for Buyer Purchaser not to accept the form and substance of any consent, waiver, authorization, novation or notice if it it: (i) changes or modifies, in any material respect, any Assigned Contract or PermitContract; (ii) results in any cost to BuyerPurchaser; or (iii) makes any representations concerning, or attempts to impose any conditions on, Buyer Purchaser (other than the obligation to pay or perform the obligations expressly set forth in such Assigned Contract to the extent such obligations constitute Assumed Liabilities).

Inability to Assign Assigned Contracts. (a) Notwithstanding anything to the contrary contained in this Agreement or in any Ancillary DocumentRelated Agreement, to the extent that the assignment or attempted assignment to Buyer Purchaser of any Assigned Contract or PermitPermit that is included among the Purchased Assets, including any Inbound License relating to software included in the Purchased Assets (each, an “Assigned Contract”), or any claim, right or benefit arising thereunder or resulting therefrom, is prohibited by any Law, or would require any consent, waiver, authorization, notice or novation by any Person, and such consent, waiver, authorization, notice or novation has not been obtained or made prior to the Closing in a form and substance reasonably acceptable to BuyerPurchaser, or with respect to which any attempted assignment would be ineffective or would materially and adversely affect the rights of Seller or Buyer Purchaser thereunder, then neither this Agreement nor any Ancillary Document Related Agreement will constitute an assignment or attempted assignment thereof, and the same will not be assigned at the Closing. (b) Both prior and subsequent to the Closing, Seller will use reasonable best efforts and cooperate with Buyer Purchaser to obtain promptly all consents, waivers, authorizations or novations and to timely give all notices required with respect to the Assigned Contracts and PermitsContracts, in form and substance reasonably acceptable to BuyerPurchaser. Except as set forth in the last sentence of Section 12.119.13, Seller will bear and pay the cost of all filing, recordation and similar fees and Taxes payable to any Governmental Authority in connection with the assignment of the Assigned Contracts and Permits and any additional fees or charges (howsoever denominated) required by any Person in connection with the assignment of any of the Assigned Contracts or Permits or any related consent, waiver, authorization, novation or notice. (c) If any consent, waiver, authorization, novation or notice that is required for the effective assignment to Buyer Purchaser of any Assigned Contract or Permit cannot be obtained or made and, as a result, the material benefits of such Assigned Contract or Permit cannot be provided to Buyer Purchaser following the Closing as otherwise required in accordance with this Agreement, then Seller will use reasonable best efforts to provide Buyer Purchaser with the same economic benefits (taking into account all burdens and benefits, including Tax costs and benefits) and operational benefits of any such Assigned Contract, and to permit Buyer Purchaser to perform Seller’s obligations and enforce Seller’s rights under such Assigned Contract or Permit as if such Assigned Contract or Permit had been assigned to Buyer Purchaser (and as if Seller had obtained or made such consent, waiver, authorization, novation, or notice as the case may be), including (i) enforcing, at BuyerPurchaser’s request, any rights of Seller arising with respect thereto, including the right to terminate such Assigned Contract upon the request of BuyerPurchaser, and (ii) permitting Buyer Purchaser to enforce any rights arising with respect thereto. Seller will pay to BuyerPurchaser, when receivedif received subsequent to the Closing Date, all income, proceeds and other monies received by Seller from third parties to the extent related to BuyerPurchaser’s intended rights under any Assigned Contract, as contemplated by this Agreement, including this Section 3.10(c1.5(c). Once any such consent, waiver, authorization or novation is obtained or notice is properly made in form and substance reasonably acceptable to BuyerPurchaser, Seller will assign such Assigned Contract or Permit to Buyer Purchaser at no additional cost to BuyerPurchaser. Any expenses incurred by Seller, and any reasonable expenses incurred by BuyerPurchaser, in connection with the arrangements contemplated by this Section 3.10(c1.5(c) will be borne by Seller. (d) For purposes of this Section 3.101.5, it shall will be reasonable for Buyer Purchaser not to accept the form and substance of any consent, waiver, authorization, novation or notice if it it: (i) changes or modifies, in any material respect, any Assigned Contract or PermitContract; (ii) results in any additional cost to BuyerPurchaser; or (iii) makes any representations concerning, or attempts to impose any additional conditions on, Buyer Purchaser (other than the obligation to pay or perform the obligations expressly set forth in such Assigned Contract or this Agreement to the extent such obligations constitute Assumed Liabilities).

Inability to Assign Assigned Contracts. (a) Notwithstanding anything to the contrary contained in this Agreement or in any Ancillary DocumentRelated Agreement, to the extent that the assignment or attempted assignment to Buyer Purchaser of any Assigned Contract or PermitPermit that is included among the Purchased Assets, including any Inbound License relating to Software included in the Purchased Assets (each such Contract, an “Assigned Contract”), or any claim, right or benefit arising thereunder or resulting therefrom, is prohibited by any Law, or would require any consent, waiver, authorization, notice or novation by any Person, and such consent, waiver, authorization, notice or novation has not been obtained or made prior to the Closing in a form and substance reasonably acceptable to BuyerPurchaser, or with respect to which any attempted assignment would be ineffective or would materially and adversely affect the rights of Seller or Buyer Purchaser thereunder, then neither this Agreement nor any Ancillary Document Related Agreement will constitute an assignment or attempted assignment thereof, and the same will not be assigned at the Closing. (b) Both prior to and subsequent to in the twelve months following the Closing, Seller and Purchaser will use commercially reasonable efforts and reasonably cooperate with Buyer each other to obtain promptly all consents, waivers, authorizations or novations and to timely give all notices required with respect to the Assigned Contracts such that Purchaser shall be solely responsible for all such liabilities and Permits, in form obligations thereunder from and substance reasonably acceptable after Closing to Buyerthe extent they constitute Assumed Liabilities. Except as set forth in Section 12.11, Seller Purchaser will bear and pay all of the cost of all filing, recordation and similar fees and Taxes payable to any Governmental Authority in connection with the assignment of the Assigned Contracts and Permits and any additional fees or charges (howsoever denominated) required by any Person in connection with the assignment of any of the Assigned Contracts or Permits or any related consent, waiver, authorization, novation or notice; provided, that Purchaser and Seller shall each pay 50% of any fee, charge or payment required by any landlord in connection with the assignment of any lease included in the Assigned Contracts. (c) If any consent, waiver, authorization, novation or notice that is required for the effective assignment to Buyer Purchaser of any Assigned Contract or Permit cannot be obtained or made and, as a result, the material benefits of such Assigned Contract or Permit cannot be provided to Buyer Purchaser following the Closing as otherwise required in accordance with this Agreement, then Purchaser and Seller will use commercially reasonable efforts to enter into such arrangements (such as subleases, sublicenses and subcontracts) to provide Buyer with the Parties the economic benefits and, to the extent they constitute Assumed Liabilities, obligations (taking into account all burdens and benefits, including Tax costs and benefits) and operational benefits equivalent of any the transfer of such Assigned ContractContract to Purchaser as of the Closing and the performance by Purchaser of its obligations with respect thereto. Purchaser shall, as agent, sublicensee or subcontractor of Seller, pay, perform and to permit Buyer to perform discharge fully Seller’s obligations and liabilities under such Assigned Contracts (to the extent they constitute Assumed Liabilities) from and after the Closing Date and may enforce Seller’s rights under such Assigned Contract or Permit as if such Assigned Contract or Permit had been assigned to Buyer Purchaser (and as if Seller had obtained or made such consent, waiver, authorization, novation, or notice as the case may be), including (i) enforcing, at BuyerPurchaser’s requestrequest and expense, any rights of Seller arising with respect thereto, including the right to terminate such Assigned Contract upon the request of BuyerPurchaser, and (ii) permitting Buyer Purchaser to enforce any rights arising with respect thereto. Seller will pay to BuyerPurchaser, when received, all income, proceeds and other monies received by Seller from third parties to the extent related to BuyerPurchaser’s intended rights under any Assigned Contract, and Purchaser will indemnify and promptly pay Seller for all Assumed Liabilities associated with such Assigned Contract, in each case, as contemplated by this Agreement, including this Section 3.10(c1.5(b). Once any such a consent, waiver, authorization or novation for any such Contract is obtained or notice is properly made in form and substance reasonably acceptable to BuyerPurchaser, the applicable Seller will assign such Assigned Contract or Permit to Buyer Purchaser at no additional cost to Buyer. Any expenses incurred by Seller, and any reasonable expenses incurred by Buyer, in connection with the arrangements contemplated by this Section 3.10(c) will be borne by SellerPurchaser. (d) For purposes of this Section 3.10, it shall be reasonable for Buyer not to accept the form and substance of any consent, waiver, authorization, novation or notice if it (i) changes or modifies, in any material respect, any Assigned Contract or Permit; (ii) results in any cost to Buyer; or (iii) makes any representations concerning, or attempts to impose any conditions on, Buyer (other than the obligation to pay or perform the obligations expressly set forth in such Assigned Contract to the extent such obligations constitute Assumed Liabilities).

Inability to Assign Assigned Contracts. (a) Notwithstanding anything to the contrary contained in this Agreement or in any Ancillary DocumentRelated Agreement, to the extent that the assignment or attempted assignment to Buyer Purchasers of any Assigned Contract or PermitPermit that is included among the Purchased Assets, including any Inbound License relating to Software included in the Purchased Assets or a Contract or Permit of Elemental (each such Contract, an “Assigned Contract”), or any claim, right or benefit arising thereunder or resulting therefrom, is prohibited by any Law, or would require any consent, waiver, authorization, notice or novation by any Person, and such consent, waiver, authorization, notice or novation has not been obtained or made prior to the Closing in a form and substance reasonably acceptable to BuyerPurchasers, or with respect to which any attempted assignment would be ineffective or would materially and adversely affect the rights of Seller Sellers or Buyer Purchasers thereunder, then neither this Agreement nor any Ancillary Document Related Agreement will constitute an assignment or attempted assignment thereof, and the same will not be assigned at the Closing. (b) Both prior to and subsequent to in the twenty-four months following the Closing, Seller Sellers will use commercially reasonable efforts and reasonably cooperate with Buyer Purchasers to obtain promptly all consents, waivers, authorizations or novations and to timely give all notices required with respect to the Assigned Contracts and Permitsor the contracts of Elemental, in form and substance reasonably acceptable to BuyerPurchasers. Except as otherwise set forth in Section 12.11herein, Seller Purchasers and Sellers will each bear and pay 50% of the cost of all filing, recordation and similar fees and Taxes payable to any Governmental Authority in connection with the assignment of the Assigned Contracts and Permits and any additional fees or charges (howsoever denominated) required by any Person in connection with the assignment of any of the Assigned Contracts or Permits or any related consent, waiver, authorization, novation or notice. (c) If any consent, waiver, authorization, novation or notice that is required for the effective assignment to Buyer Purchasers of any Assigned Contract or Permit cannot be obtained or made and, as a result, the material benefits of such Assigned Contract or Permit cannot be provided to Buyer Purchasers following the Closing as otherwise required in accordance with this Agreement, then Seller in the twenty-four months following the Closing, Sellers will use commercially reasonable efforts to provide Buyer Purchasers with the economic benefits and, to the extent they constitute Assumed Liabilities, obligations (taking into account all burdens and benefits, including Tax costs and benefits) and operational benefits of any such Assigned Contract, and to permit Buyer Purchasers to perform such Seller’s obligations and enforce such Seller’s rights under such Assigned Contract or Permit as if such Assigned Contract or Permit had been assigned to Buyer Purchasers (and as if such Seller had obtained or made such consent, waiver, authorization, novation, or notice as the case may be), including (i) enforcing, at Buyer’s requestPurchasers’ request and expense, any rights of such Seller arising with respect thereto, including the right to terminate such Assigned Contract upon the request of BuyerPurchasers, and (ii) permitting Buyer Purchasers to enforce any rights arising with respect thereto. Seller Sellers will pay to BuyerPurchasers, when received, all income, proceeds and other monies received by Seller Sellers from third parties to the extent related to Buyer’s Purchasers’ intended rights under any Assigned Contract, and Purchasers will indemnify and promptly pay Sellers for all Assumed Liabilities associated with such Assigned Contract, in each case, as contemplated by this Agreement, including this Section 3.10(c1.5(c). Once any such a consent, waiver, authorization or novation for any such Contract is obtained or notice is properly made in form and substance reasonably acceptable to BuyerPurchaser, the applicable Seller will assign such Assigned Contract or Permit to Buyer Purchasers at no additional cost to BuyerPurchasers. Any expenses incurred by Seller, and any reasonable expenses incurred by Buyer, Party in connection with the arrangements contemplated by this Section 3.10(c1.5(c) will be borne 50% by Seller. (d) Purchasers and 50% by Sellers. For purposes of this Section 3.101.5, it shall be reasonable for Buyer Purchaser not to accept the form and substance of any consent, waiver, authorization, novation or notice if it (i) changes or modifies, in any material respect, any Assigned Contract or Permit; (ii) results in any material cost to Buyer; or (iii) makes any representations concerning, or attempts to impose any conditions on, Buyer (other than the obligation to pay or perform the obligations expressly set forth in such Assigned Contract to the extent such obligations constitute Assumed Liabilities)Purchasers.