Common use of Inability to Assign Liabilities Clause in Contracts

Inability to Assign Liabilities. If the assignment of an Assumed ------------------------------- Liability to the Company hereunder is prohibited by a Transfer Impediment, CSI or the applicable CSI affiliate shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, the Company shall, as agent or subcontractor for CSI or its affiliate, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of CSI or its affiliate, as the case may be, thereunder. CSI shall, without further consideration, pay and remit, or cause to be paid or remitted, to the Company promptly all money, rights and other consideration received by it in respect of such performance (unless any such consideration is an Excluded Asset). If and when such Transfer Impediment is removed or obtained, as applicable, or such obligations shall otherwise become assignable, the transfer of the applicable liability shall be effected in accordance with the terms of this Agreement. The parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Liability hereunder.

Appears in 8 contracts

Samples: Asset Contribution Agreement (Cabletron Systems Inc), Asset Contribution Agreement (Cabletron Systems Inc), Asset Contribution Agreement (Cabletron Systems Inc)

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Inability to Assign Liabilities. If the assignment of an ------------------------------- Assumed ------------------------------- Liability to the Company hereunder is prohibited by a Transfer Impediment, CSI or the applicable CSI affiliate shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, the Company shall, as agent or subcontractor for CSI or its affiliate, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of CSI or its affiliate, as the case may be, thereunder. CSI shall, without further consideration, pay and remit, or cause to be paid or remitted, to the Company promptly all money, rights and other consideration received by it in respect of such performance (unless any such consideration is an Excluded Asset). If and when such Transfer Impediment is removed or obtained, as applicable, or such obligations shall otherwise become assignable, the transfer of the applicable liability shall be effected in accordance with the terms of this Agreement. The parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Liability hereunder.

Appears in 2 contracts

Samples: Asset Contribution Agreement (Cabletron Systems Inc), Asset Contribution Agreement (Cabletron Systems Inc)

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Inability to Assign Liabilities. If the assignment of an Assumed ------------------------------- Liability to the Company hereunder is prohibited by a Transfer Impediment, CSI or the applicable CSI affiliate shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, the Company shall, as agent or subcontractor for CSI or its affiliate, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of CSI or its affiliate, as the case may be, thereunder. CSI shall, without further consideration, pay and remit, or cause to be paid or remitted, to the Company promptly all money, rights and other consideration received by it in respect of such performance (unless any such consideration is an Excluded Asset). If and when such Transfer Impediment is removed or obtained, as applicable, or such obligations shall otherwise become assignable, the transfer of the applicable liability shall be effected in accordance with the terms of this Agreement. The parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Liability hereunder.

Appears in 1 contract

Samples: Asset Contribution Agreement (Riverstone Networks Inc)

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