Common use of Limitations on Assignability Clause in Contracts

Limitations on Assignability. To the extent that any of the contract ---------------------------- rights of CTI to be sold, transferred or assigned hereunder are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If CTI has not obtained a consent or approval necessary for the assignment of any contract right to be assigned hereunder, then (except for contracts terminable without penalty on 30 days or less notice, leases of office equipment, contracts not expressly requiring consent and customer purchase orders) CTI shall use commercially reasonable efforts where required by Buyer to obtain such consents and approvals after the Closing, or, at Buyer's request, shall cooperate in any reasonable and mutually acceptable arrangement to provide to Buyer the benefits thereof subject to the performance by Buyer of Seller's obligations arising or to be performed after the Closing thereunder. Nothing contained in this Section 6.8 shall require Buyer to enter into, or to accept as ----------- a substitute for performance by CTI hereunder, any arrangement that would impose any additional cost, expense or liability on Buyer, or that would deprive Buyer of any benefits contemplated by this Agreement.

Limitations on Assignability. To Notwithstanding anything in this Agreement to the contrary, to the extent that any of the contract ---------------------------- rights of CTI to be sold, transferred or assigned hereunder Purchased Assets are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If CTI If, prior to the Closing, Xxxxxxx Xxxxx has not obtained a consent or approval necessary for the assignment and assumption of any contract right to be assigned hereunderof the Purchased Assets, then (except for contracts terminable without penalty on 30 days or less notice, leases of office equipment, contracts not expressly requiring consent and customer purchase orders) CTI it shall use commercially reasonable its best efforts where required requested by Buyer Purchaser to obtain such consents and approvals after the Closing, or, at BuyerPurchaser's request, shall cooperate in any reasonable and mutually acceptable arrangement requested by Purchaser to provide to Buyer Purchaser the benefits thereof subject to the performance by Buyer Purchaser of SellerXxxxxxx Adler's obligations arising or to be performed after the Closing thereunder. Nothing contained in this Section 6.8 1.2 shall require Buyer Purchaser to enter into, or to accept as ----------- a substitute for performance by CTI Xxxxxxx Xxxxx hereunder, any arrangement that would impose any additional cost, expense or liability on BuyerPurchaser, or that would deprive Buyer Purchaser of any benefits contemplated by this Agreement; provided, however, that nothing herein shall require Purchaser to close the transactions contemplated hereby in the event the failure to deliver any of the Purchased Assets would constitute a failure to satisfy any of the conditions contained in Section 10.1.

Limitations on Assignability. To (1) This Agreement and the extent that any instruments and documents executed and delivered herewith or contemplated hereby will constitute an assignment to, and assumption by, Buyer of all of the contract ---------------------------- rights of CTI to be soldPurchased Assets and Assumed Liabilities; provided, transferred or assigned hereunder are not assignable without the consent of a third partyhowever, that, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereofof any Assigned Contract, License or Permit or any claim, right or benefit arising thereunder or resulting therefrom or an attempted assignment or an attempted assumption thereof, if to the extent that, without the consent or approval of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereofor other contravention thereof or in any way adversely effect the rights of Buyer thereunder. If CTI has Sellers will cooperate (but shall not obtained a be required to pay money) to obtain any necessary consent or approval necessary of the other parties to any such material Assigned Contract, License or Permit for the assignment of thereof to Buyer (each, a "Third Party Consent"). If any contract right Third Party Consent set forth on Schedule 2.16 is not obtained prior to be assigned hereunder, then (except for contracts terminable without penalty on 30 days or less notice, leases of office equipment, contracts not expressly requiring consent and customer purchase orders) CTI shall use commercially reasonable efforts where required by Buyer to obtain such consents and approvals after the Closing, or, at Buyer's request, Sellers and Buyer will cooperate with each other to achieve a mutually agreeable arrangement under which Buyer shall cooperate in any reasonable and mutually acceptable arrangement to provide to Buyer obtain the benefits thereof subject and assume the obligations thereunder (but only to the performance by Buyer of Seller's extent such obligations arising or to be performed would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing thereunder. Nothing contained Date in accordance with this Section 6.8 shall require Buyer Agreement, including subcontracting, sublicensing or subleasing to enter into, or to accept as ----------- a substitute for performance by CTI hereunder, any arrangement that would impose any additional cost, expense or liability on Buyer, or that under which the relevant Seller would deprive enforce for the benefit of Buyer (and Buyer shall assume such obligations to the same extent as if they constituted an Assumed Liability), any and all rights of any benefits contemplated by this AgreementSellers against a third party thereto.

Limitations on Assignability. To Notwithstanding anything in this Agreement to the contrary, to the extent that any of the contract ---------------------------- rights of CTI to be sold, transferred or assigned hereunder Assumed Contracts included in the Phase I Assets are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If CTI has not obtained a consent or approval Without in any way limiting Seller’s obligation hereunder to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of any contract right the Assumed Contracts included within the Phase I Assets to be assigned the Phase I Buyer hereunder, then (except for contracts terminable without penalty on 30 days if any such consent is not obtained or less notice, leases if such assignment is not permitted irrespective of office equipment, contracts not expressly requiring consent and customer purchase orders) CTI if the Phase I Closing shall use commercially reasonable efforts where required by Buyer to obtain such consents and approvals after occur, the Closing, or, at Buyer's request, Seller shall cooperate with the Phase I Buyer following the Phase I Closing Date in any reasonable and mutually acceptable arrangement designed to provide to the Phase I Buyer with the rights and benefits thereof (subject to the performance obligations) under any such Assumed Contract, including enforcement for the benefit of the Phase I Buyer (at such Buyer’s cost) of any and all rights of the Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by Buyer of Seller's obligations arising or to be performed after such other party and, if requested by the Closing thereunder. Nothing contained in this Section 6.8 shall require Buyer to enter into, or to accept as ----------- a substitute for performance by CTI hereunder, any arrangement that would impose any additional cost, expense or liability on Phase I Buyer, acting as an agent on behalf of such Phase I Buyer or as such Phase I Buyer shall otherwise reasonably require (and Seller shall have no liability for actions taken in good faith on behalf of Phase I Buyer as its agent that would deprive Buyer were within the scope of any benefits contemplated by this Agreementsuch agency relationship).

Limitations on Assignability. To Notwithstanding anything in this Agreement to the contrary, to the extent that any of the contract ---------------------------- rights of CTI to be sold, transferred or assigned hereunder Purchased Assets are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If CTI has If, prior to the Closing, the Sellers have not obtained a consent or approval necessary for the assignment and assumption of any contract right to be assigned hereunderof the Purchased Assets (the “Nonassignable Assets”), then (except for contracts terminable without penalty on 30 days or less notice, leases of office equipment, contracts not expressly requiring consent and customer purchase orders) CTI shall use commercially reasonable efforts where required by Buyer to obtain such consents and approvals after the Closing, or, at Buyer's request, Sellers shall cooperate in any commercially reasonable and mutually acceptable arrangement requested by Parent or Purchaser to provide to Buyer Purchaser the benefits thereof subject of the Nonassignable Assets. As of and from the Closing Date, Sellers authorize Parent and Purchaser, to the performance extent permitted by Buyer applicable Rules and the terms of Seller's the Nonassignable Assets, to perform all the obligations arising or to be performed after and receive all the Closing thereunderbenefits of Sellers under the Nonassignable Assets. Nothing contained in this Section 6.8 1.2 shall require Buyer Purchaser: (i) to enter into, or to accept as ----------- a substitute for performance by CTI the Sellers hereunder, any such arrangement that would impose any additional cost, expense or liability other Liability on BuyerParent or Purchaser, or that would deprive Buyer Parent or Purchaser of any benefits contemplated by this AgreementAgreement or any such Nonassignable Asset; or (ii) to close the transactions contemplated hereby in the event the failure to obtain a consent or approval necessary for the assignment and assumption of any of the Purchased Assets would constitute a failure to satisfy any of the conditions to the Closing contained in Section 10.1.

Limitations on Assignability. To the extent that any of the contract ---------------------------- rights of CTI Seller to be sold, transferred or assigned hereunder are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If CTI Seller has not obtained a consent or approval necessary for the assignment of any contract right to be assigned hereunder, then (except for contracts terminable without penalty on 30 days or less notice, leases of office equipment, contracts not expressly requiring consent and customer purchase orders) CTI Seller shall use commercially reasonable efforts where required by Buyer to obtain such consents and approvals after the Closing, or, at Buyer's request, shall cooperate in any reasonable and mutually acceptable arrangement to provide to Buyer the benefits thereof subject to the performance by Buyer of Seller's obligations arising or to be performed after the Closing thereunder. Nothing contained in this Section 6.8 6.4 shall require Buyer to enter into, or to accept as ----------- a substitute for performance by CTI Seller hereunder, any arrangement that would impose any additional cost, expense or liability on Buyer, or that would deprive Buyer of any benefits contemplated by this Agreement.. In respect to any Contract that is not a Listed Contract nor is required to be a Listed Contract under Schedule 1.1(h), and

Limitations on Assignability. To Subject to Section 1.4(b), to the extent that any of the contract ---------------------------- rights of CTI to be sold, transferred or assigned hereunder Purchased Assets are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If CTI has there are assignment consents that are not obtained a consent or approval necessary for by the assignment of any contract right to be assigned hereunderSeller Parties by the Closing Date, then (except for contracts terminable without penalty on 30 days or less notice, leases of office equipment, contracts not expressly requiring consent and customer purchase orders) CTI the Seller Parties shall use commercially reasonable efforts where (but Seller Parties shall not be required by Buyer to pay any third party in exchange for such consent) to obtain all such consents and approvals as soon as reasonably practicable after the ClosingClosing Date and thereafter assign to Buyer such non-assignable Purchased Assets. Following any such assignment, orsuch assets shall be deemed Purchased Assets and the liabilities thereunder (to the extent provided herein) shall be deemed Assumed Liabilities for purposes of this Agreement. After the Closing and prior to obtaining any required consent, at Buyer's request, the Seller Parties shall cooperate with Buyer in any reasonable and mutually acceptable arrangement designed to provide to Buyer with the benefits thereof subject of the non-assignable Purchased Assets and Buyer shall perform all corresponding liabilities and obligations of Seller Parties relating thereto to the performance by Buyer extent the same would have been Assumed Liabilities hereunder had the consent been obtained as of Seller's obligations arising or to be performed after the Closing thereunder. Nothing contained in this Section 6.8 shall require Buyer to enter into, or to accept as ----------- a substitute for performance by CTI hereunder, any arrangement that would impose any additional cost, expense or liability on Buyer, or that would deprive Buyer of any benefits contemplated by this AgreementClosing.

Limitations on Assignability. To Notwithstanding anything in this Agreement to the contrary, to the extent that any of the contract ---------------------------- rights of CTI to be sold, transferred or assigned hereunder Purchased Assets are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If CTI If, prior to the Closing, Seller has not obtained a consent or approval necessary for the assignment and assumption of any contract right to be assigned hereunderof the Purchased Assets, then (except for contracts terminable without penalty on 30 days or less notice, leases of office equipment, contracts not expressly requiring consent and customer purchase orders) CTI it shall use its commercially reasonable efforts where required by Buyer to obtain such consents and approvals after the Closing, or, at Buyer's Purchaser’s request, shall cooperate in any reasonable and mutually acceptable arrangement requested by Purchaser to provide to Buyer Purchaser the benefits thereof subject to the performance by Buyer Purchaser of Seller's ’s obligations arising or to be performed after the Closing thereunder. Nothing contained in this Section 6.8 1.3 shall require Buyer Purchaser to enter into, or to accept as ----------- a substitute for performance by CTI Seller hereunder, any arrangement that would impose any additional cost, expense or liability other Liability on BuyerPurchaser, or that would deprive Buyer Purchaser of any benefits contemplated by this Agreement; provided, however, that nothing herein shall require Purchaser to close the transactions contemplated hereby in the event the failure to deliver any of the Purchased Assets would constitute a failure to satisfy any of the conditions contained in Section 9.1.