Common use of Limitations on Assignability Clause in Contracts

Limitations on Assignability. (a) This Agreement and the instruments and documents executed and delivered herewith will constitute an assignment of all Acquired Assets; provided 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 of any Acquired Asset, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof or in any way materially and adversely affect the rights of Purchaser or Seller thereunder, unless otherwise provided under the Bankruptcy Code, the Sale Order or other applicable Law. If, with respect to any material Acquired Asset (other than any Assigned Contract with AstraZeneca AB (publ), which is specifically waived) such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then Purchaser shall have the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) proceed with Closing with respect to the remaining Acquired Assets with an appropriate reduction in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset shall not be transferred hereunder. (b) With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Contracts, Seller hereby appoints, effective as of the Closing Date, Purchaser as Seller’s agent and attorney-in-fact, effective as of the Closing Date, to act for Seller in obtaining the benefits and performing Seller’s obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability of Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, Seller shall use its commercially reasonable efforts, at Purchaser’s sole cost, to (i) provide Purchaser the benefits of any Acquired Asset referred to in this Section 2.6, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and (iii) enforce, for the account and benefit of Purchaser, any and all rights of Seller arising from the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the request of Purchaser). To the extent that Purchaser enjoys the benefits thereunder and to the extent permissible without violation or breach thereof, Purchaser shall perform, on behalf of Seller, for the benefit of the issuer thereof and/or all other parties thereto, the obligations of Seller under the Acquired Assets referred to in this Section 2.6 or in connection therewith.

Limitations on Assignability. (a) This To the extent that Seller’s rights under any Assumed Contract or Permit constituting an Acquired Asset may not be assigned to Buyer without the Consent of another Person which has not been obtained prior to the Closing, this Agreement and the instruments and documents executed and delivered herewith will shall not constitute an assignment of all Acquired Assets; provided that neither this Agreement, nor any of agreement to assign the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption of any Acquired Asset, or same if an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof or be unlawful, and Seller, shall cooperate in any way materially and adversely affect commercially reasonable arrangement requested by Buyer to provide to Buyer the rights of Purchaser or Seller benefits thereunder, unless otherwise provided under including attempting to obtain such consent after the Bankruptcy Code, Closing. If as of and from the Sale Order or other applicable Law. If, with respect to Closing Date any material Acquired Asset (such Consent other than any Assigned Contract with AstraZeneca AB (publ), which is specifically waived) such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then Purchaser shall have the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) proceed with Closing with respect to the remaining Acquired Assets with an appropriate reduction in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset a Required Third Party Consent shall not be transferred hereunder. (b) With respect obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Acquired Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to such non-assignable or non-assumable the maximum extent permitted by Law and the Acquired Assets that are Assigned ContractsAsset, Seller hereby appoints, effective as of shall act after the Closing Date, Purchaser as SellerBuyer’s agent in order to obtain for it the benefits thereunder and attorney-in-fact, effective as of the Closing Dateshall cooperate, to act for Seller the maximum extent permitted by Law and the Acquired Asset, with Buyer in obtaining the benefits and performing Seller’s obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability of Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, Seller shall use its other commercially reasonable efforts, at Purchaser’s sole cost, to (i) provide Purchaser the benefits of any Acquired Asset referred to in this Section 2.6, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to PurchaserBuyer. (b) Any Contract to be assigned, transferred and conveyed in accordance with Section 2.1 that does not exclusively relate to the Business (iiieach, a “Shared Contract”) enforceshall be assigned, for transferred and conveyed only with respect to (and preserving the account meaning of) those parts that relate to the Business to Buyer, if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that Buyer shall be entitled to the rights and benefit of Purchaserthose parts of the Shared Contract that relate to the Business and shall assume the portion of the Liabilities that relate to the Business under such Shared Contracts to the extent as Assumed Liability; provided, however, that (i) in no event shall any Person be required to assign (or amend), either in its entirety or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Consents and all (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such Consent or Consents, then Seller will cooperate with Buyer to establish an agency type or other similar arrangement reasonably satisfactory to Seller and Buyer intended to both (x) provide to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of Seller arising from those parts that relate to the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto Business (including by means of any subcontracting, sublicensing or subleasing arrangement) and (y) cause Buyer to bear the right costs and Liabilities thereunder to elect to terminate any Contract the extent an Assumed Liability from and after the Closing in accordance with the terms thereof on the request of Purchaser). To this Agreement to the extent that Purchaser enjoys Buyer receives the rights and benefits thereunder and of the parts of the Shared Contracts that relate to the Business. In furtherance of the foregoing, Buyer will promptly pay, perform or discharge when due any Liability to the extent permissible without violation an Assumed Liability arising thereunder after the Closing Date to the extent that Buyer receives the rights and benefits of the parts of such Shared Contracts that relate to the Business. (c) Notwithstanding anything in this Agreement to the contrary, at or breach thereofimmediately prior to the Closing, Purchaser Seller shall performterminate, on behalf effective upon the Closing, any services provided to the Business by Seller or any Affiliate of Seller, including the termination or severance of insurance policies with respect to coverage for the benefit Business and the Acquired Assets, Tax services, legal services and banking services (to include the severance of any centralized clearance accounts), other than any such services provided pursuant to an Assumed Contract or any of the issuer thereof and/or all other parties thereto, the obligations of Seller under the Acquired Assets referred to in this Section 2.6 or in connection therewithAncillary Agreements.

Limitations on Assignability. (a) a. This Agreement and the instruments and documents executed and delivered herewith will constitute an assignment of all Acquired Assets; provided provided, 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 of any Acquired Asset, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof or in any way materially and adversely affect the rights of Purchaser (or Seller the Purchaser Designees) or Sellers thereunder, unless otherwise provided under the Bankruptcy Code, the Sale Order or other applicable Law. If, with respect to any material Acquired Asset (other than any Assigned Contract with AstraZeneca AB (publ)Asset, which is specifically waived) such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then Purchaser such Acquired Asset shall have not be transferred hereunder and the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) Closing shall proceed with Closing with respect to the remaining Acquired Assets with an appropriate without any reduction in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset shall not be transferred hereunderPrice. (b) b. With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Contracts, Seller Sellers hereby appointsappoint, effective as of the Closing Date, Purchaser or the Purchaser Designees as Seller’s Sellers’ agent and attorney-in-fact, effective as of the Closing Date, to act for Seller Sellers in obtaining the benefits and performing Seller’s Sellers’ obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability liability or obligation of SellerSellers. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, Seller Sellers shall use its commercially reasonable their best efforts, at Purchaser’s sole cost, to (i) provide Purchaser or the Purchaser Designees the benefits of any Acquired Asset referred to in this Section 2.6, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to PurchaserPurchaser or the Purchaser Designees, and (iii) enforce, for the account and benefit of PurchaserPurchaser or the Purchaser Designees, any and all rights of Seller Sellers arising from the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the request of PurchaserPurchaser or the Purchaser Designees). To Purchaser or the extent that Purchaser enjoys the benefits thereunder and to the extent permissible without violation or breach thereof, Purchaser Designees shall perform, on behalf of SellerSellers, for the benefit of the issuer thereof and/or all other parties thereto, the obligations of Seller Sellers under the Acquired Assets referred to in this Section 2.6 or in connection therewith.

Limitations on Assignability. (a) This Agreement and the instruments and documents executed and delivered herewith will constitute an assignment of all Acquired Assets; provided 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 of any Acquired Asset, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof or in any way materially and adversely affect the rights of Purchaser or Seller thereunder, unless otherwise provided under the Bankruptcy Code, the Sale Order or other applicable Law. If, with respect to any material Acquired Asset (other than any Assigned Contract with AstraZeneca AB (publ), which is specifically waived) such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then Purchaser shall have the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) proceed with Closing with respect to the remaining Acquired Assets with an appropriate reduction in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset shall not be transferred hereunder. (b) With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Contracts, Seller hereby appoints, effective as of the Closing Date, Purchaser as Seller’s agent and attorney-in-fact, effective as of the Closing Date, to act for Seller in obtaining the benefits and performing Seller’s obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability of Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, Seller shall use its commercially reasonable efforts, at Purchaser’s sole cost, to (i) provide Purchaser the benefits of any Acquired Asset referred to in this Section 2.6, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and (iii) enforce, for the account and benefit of Purchaser, any and all rights of Seller arising from the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the request of Purchaser). To the extent that Purchaser enjoys the benefits thereunder and to the extent permissible without violation or breach thereof, Purchaser shall perform, on behalf of Seller, for the benefit of the issuer thereof and/or all other parties thereto, the obligations of Seller under the Acquired Assets referred to in this Section 2.6 or in connection therewith.

Limitations on Assignability. ‌ (a) This Agreement and the instruments and documents executed and delivered herewith will constitute an assignment of all Acquired Assets; provided 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 of any Acquired Asset, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof or in any way materially and adversely affect the rights of Purchaser or Seller thereunder, unless otherwise provided under the Bankruptcy Code, the Sale Order or other applicable Law. If, with respect to any material Acquired Asset (other than any Assigned Contract with AstraZeneca AB (publ), which is specifically waived) such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then Purchaser shall have the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) proceed with Closing with respect to the remaining Acquired Assets with an appropriate reduction in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset shall not be transferred hereunder. (b) With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Contracts, Seller hereby appoints, effective as of the Closing Date, Purchaser as Seller’s agent and attorney-in-fact, effective as of the Closing Date, to act for Seller in obtaining the benefits and performing Seller’s obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability of Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, Seller shall use its commercially reasonable efforts, at Purchaser’s sole cost, to (i) provide Purchaser the benefits of any Acquired Asset referred to in this Section 2.6, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and (iii) enforce, for the account and benefit of Purchaser, any and all rights of Seller arising from the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the request of Purchaser). To the extent that Purchaser enjoys the benefits thereunder and to the extent permissible without violation or breach thereof, Purchaser shall perform, on behalf of Seller, for the benefit of the issuer thereof and/or all other parties thereto, the obligations of Seller under the Acquired Assets referred to in this Section 2.6 or in connection therewith.

Limitations on Assignability. (a) This Agreement and To the instruments and documents executed and delivered herewith will constitute an assignment extent that any of all Acquired Assets; provided that the contract rights of 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 of any Acquired Assetthereof, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof thereof. If Seller has not obtained a consent or approval necessary for the assignment of any contract right to be assigned hereunder, then 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 way materially reasonable and adversely affect mutually acceptable arrangement to provide to Buyer the rights benefits thereof subject to the performance by Buyer of Purchaser Seller's obligations arising or to be performed after the Closing thereunder. Nothing contained in this Section 6.4 shall require Buyer to enter into, or to accept as a substitute for performance by Seller thereunderhereunder, unless otherwise provided under the Bankruptcy Codeany arrangement that would impose any additional cost, the Sale Order expense or other applicable Lawliability on Buyer, or that would deprive Buyer of any benefits contemplated by this Agreement. If, with In respect to any material Acquired Asset (other than any Assigned Contract with AstraZeneca AB (publthat is not a Listed Contract nor is required to be a Listed Contract under Schedule 1.1(h), which is specifically waived) and provided Seller provides a list of such consent is not obtained or such assignment is not attainable pursuant Contracts prior to the Bankruptcy Code or the Sale OrderClosing, then Purchaser Buyer shall have the option to either (i) terminate this Agreement assume or reject any such Contracts. In the event Buyer elects to assume such a Contract, Buyer shall assume its liabilities and obligations pursuant to Section 4.4(k2.1(c). In the event Buyer elects to reject such a Contract, Seller shall retain all rights, obligations and liabilities associated therewith. In respect to any Contract that is not a Listed Contract nor is required to be a Listed Contract under Schedule 1.1(h) or (ii) proceed with Closing and of which Seller does not provide notice prior to Closing, Buyer shall assume any such Contracts, provided that if Buyer incurs any net loss by reason of any such assumption, Seller shall reimburse Buyer for Buyer's losses with respect to the remaining Acquired Assets with an appropriate reduction all such Contracts in excess of $25,000 in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset shall not be transferred hereunderaggregate. (b) With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Contracts, Seller hereby appoints, effective as of the Closing Date, Purchaser as Seller’s agent and attorney-in-fact, effective as of the Closing Date, to act for Seller in obtaining the benefits and performing Seller’s obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability of Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, Seller shall use its commercially reasonable efforts, at Purchaser’s sole cost, to (i) provide Purchaser the benefits of any Acquired Asset referred to in this Section 2.6, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and (iii) enforce, for the account and benefit of Purchaser, any and all rights of Seller arising from the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the request of Purchaser). To the extent that Purchaser enjoys the benefits thereunder and to the extent permissible without violation or breach thereof, Purchaser shall perform, on behalf of Seller, for the benefit of the issuer thereof and/or all other parties thereto, the obligations of Seller under the Acquired Assets referred to in this Section 2.6 or in connection therewith.

Limitations on Assignability. (a) This Seller shall use commercially reasonable efforts to obtain all consents or approvals necessary for the assignment and assumption of any of the Purchased Assets. Nothing contained in this Agreement and the instruments and documents executed and delivered herewith will constitute an assignment shall require Purchaser to enter into, or to accept as a substitute for performance by Seller hereunder, any arrangement that would impose any additional Liability on Purchaser, or that would deprive Purchaser of all Acquired Assets; provided that neither any benefits contemplated by this Agreement, nor and nothing herein shall require Purchaser to close the Transaction in the event Seller’s failure to deliver any of the instruments Purchased Assets would constitute a failure to satisfy any of the conditions contained in Section 10.1. In the event that any consent or documents executed approval with respect to the foregoing is not obtained and delivered Purchaser waives its right to receive such consent or approval at Closing, then the Parties shall cooperate in a commercially reasonable manner to provide Purchaser with all of the benefits enjoyed by Seller under the Purchased Assets (including any Contracts) for which such consent or approval has not been given and Seller shall continue to use its commercially reasonable efforts to obtain any remaining third-party consents or approvals. Purchaser shall, as agent or subcontractor for Seller, pay, perform and discharge fully the Liabilities of Seller thereunder from and after the Closing Date, as agreed between Purchaser and Seller, all of which shall be Assumed Liabilities. To the extent permitted under Law, Seller shall hold in trust for and pay to Purchaser promptly upon receipt thereof all income, proceeds and other monies received by Seller to the extent related to any such Purchased Assets (any Contracts) in connection herewith or contemplated herebywith the arrangements under this Section 1.2. As soon as a consent for the sale, shall constitute an assignment assignment, transfer, conveyance, delivery or assumption of any Acquired Asset, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof or in Purchased Assets (including any way materially and adversely affect the rights of Purchaser or Seller thereunder, unless otherwise provided under the Bankruptcy Code, the Sale Order or other applicable Law. If, with respect to any material Acquired Asset (other than any Assigned Contract with AstraZeneca AB (publ), which Contract) is specifically waived) such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then Purchaser shall have the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) proceed with Closing with respect to the remaining Acquired Assets with an appropriate reduction in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset shall not be transferred hereunder. (b) With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Contracts, Seller hereby appoints, effective as of the Closing Date, Purchaser as Seller’s agent and attorney-in-fact, effective as of the Closing Date, to act for Seller in obtaining the benefits and performing Seller’s obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability of Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolvedobtained, Seller shall use its commercially reasonable effortspromptly assign, at Purchaser’s sole costtransfer, convey and deliver such Contract, together with any related Assumed Liabilities, and/or Purchased Assets to (i) provide Purchaser the benefits of any Acquired Asset referred to in this Section 2.6, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and (iii) enforce, Buyer for the account and benefit of Purchaser, any and all rights of Seller arising from the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the request of Purchaser). To the extent that Purchaser enjoys the benefits thereunder and to the extent permissible without violation or breach thereof, Purchaser shall perform, on behalf of Seller, for the benefit of the issuer thereof and/or all other parties thereto, the obligations of Seller under the Acquired Assets referred to in this Section 2.6 or in connection therewithno additional consideration.