Common use of Inability to Assign Liabilities Clause in Contracts

Inability to Assign Liabilities. If the assignment of an Assumed Liability to RXi hereunder is prohibited by a Transfer Impediment, CytRx shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, RXi shall, as agent or subcontractor for CytRx, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of CytRx thereunder. CytRx shall, without further consideration, pay and remit, or cause to be paid or remitted, to RXi 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 Assumed Liability hereunder.

Inability to Assign Liabilities. If the assignment of an Assumed Liability Obligation to RXi RNCS hereunder is prohibited by a Transfer Impediment, CytRx RXi shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, RXi RNCS shall, as agent or subcontractor for CytRxRXi, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations of RXi thereunder without recourse or other liabilities of CytRx thereunderobligation to RXi. CytRx RXi shall, without further consideration, pay and remit, or cause to be paid or remitted, to RXi RNCS 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 obligation 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 Impediment that prohibits the assignment of any of the Assumed Liability Obligations hereunder.

Inability to Assign Liabilities. If the assignment of an Assumed Liability to RXi Covisint hereunder is prohibited by a Transfer Impediment, CytRx Compuware shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, RXi Covisint shall, as agent or subcontractor for CytRxCompuware, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of CytRx Compuware thereunder. CytRx Compuware shall, without further consideration, pay and remit, or cause to be paid or remitted, to RXi Covisint 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 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 Assumed Liability hereunder.