Common use of No Assignment If Breach Clause in Contracts

No Assignment If Breach. Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement to assign any Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a Third Party or failure of a right of first refusal or first offer notice period to expire, would constitute a breach or Default under any Contract or Encumbrance, would violate any Law, or would in any way materially and adversely affect the rights, or materially increase the obligations, of the Seller or either Buyer with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase the obligations of the Seller or either Buyer, with respect to any such agreement, Encumbrance or commitment, so that the applicable Buyer would not, in fact, receive all such rights, or assume the obligations, of the Seller with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller and the applicable Buyer shall enter into reasonable cooperative arrangements as may be reasonably acceptable to the Buyer and the Seller (including sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the applicable Buyer of any and all rights of the Seller against an involved Third Party) under which the Buyer in question shall obtain, to the fullest extent practicable, the economic rights and benefits under any Asset or obligations with respect to any Assumed Liability with respect to which the Third Party consent or authorization has not been obtained in accordance with this Agreement. The Seller will use commercially reasonable efforts to provide for or impose upon the applicable Buyer the benefits of such Asset or the obligations of such Assumed Liability, as the case may be. If the Parties cannot agree on any such arrangement within a reasonable time, or any such arrangement would not be reasonably practicable, to provide the Buyer in question with materially all the benefits of such Asset or materially all the obligations of such Assumed Liability, as the case may be, then such Asset or Assumed Liability shall be excluded from the transactions contemplated under this Agreement and shall be deemed to be an Excluded Asset or an Excluded Liability, as the case may be, and, with respect to the Key Material Contracts only, the Seller and Buyer in question shall negotiate in good faith an equitable adjustment in the applicable Buyer’s portion of the Purchase Price, or resolve any disagreement in respect to such adjustment subject to the terms of Section 11.6. For the avoidance of doubt, the covenants set forth in this Section 2.5 apply pre-Closing and post-Closing.

No Assignment If Breach. Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement to assign any Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a Third Party or failure of a right of first refusal or first offer notice period to expire, would constitute a breach or Default under any Contract or Encumbrance, would violate any Law, or would in any way materially and adversely affect the rights, or materially increase the obligations, of the Buyer or the Seller or either Buyer with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase the obligations of the Seller or either the Buyer, with respect to any such agreement, Encumbrance or commitment, so that the applicable Buyer would not, in fact, receive all such rights, or assume the obligations, of the Seller with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller and the applicable Buyer shall enter into reasonable cooperative arrangements as may be reasonably acceptable to both the Buyer and the Seller (including sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the applicable Buyer of any and all rights of the Seller against an involved Third Party) under which the Buyer in question shall obtain, to the fullest extent practicable, the economic rights and benefits under any Asset or obligations with respect to any Assumed Liability with respect to which the Third Party consent or authorization has not been obtained in accordance with this Agreement. The Seller will use commercially reasonable efforts to provide for or impose upon the applicable Buyer the benefits of such Asset or the obligations of such Assumed Liability, as the case may be. If the Parties cannot agree on any such arrangement within a reasonable time, or any such arrangement would not be reasonably practicable, to provide the Buyer in question with materially all the benefits of such Asset or materially all the obligations of such Assumed Liability, as the case may be, then such Asset or Assumed Liability shall be excluded from the transactions contemplated under this Agreement and shall be deemed to be an Excluded Asset or an Excluded Liability, as the case may be, and, with respect to and the Key Material Contracts only, the Seller and Buyer in question Parties hereto shall negotiate in good faith an equitable adjustment in the applicable Buyer’s portion of the Purchase Price, or resolve any disagreement in respect to such adjustment subject to in accordance with the terms procedures of Section 11.611.11. For the avoidance of doubt, the covenants set forth in this Section 2.5 apply pre-Closing and post-Closing.

No Assignment If Breach. (a) Notwithstanding anything contained in this Agreement to the contrary set forth in this Agreementcontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a Third Party third party or failure of a right of first refusal or first offer notice period to expire, would constitute a breach or Default default under any Contract contract, agreement, arrangement or Encumbrancecommitment, would violate any Law, applicable Law or would in any way materially and adversely affect the rights, or materially increase the obligations, of the Seller or either Buyer any Party to this Agreement with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase the obligations of the Seller any Party to this Agreement or either Buyer, any of its Affiliates with respect to any such contract, agreement, Encumbrance arrangement or commitment, so that the applicable Buyer a Purchaser would not, in fact, receive all such its Proportionate Share of the rights, or assume the obligations, its Proportionate Share of the Seller obligations with respect thereto as they the same exist prior to such attempted assignment or assumption, then then, (i) in the case of an ineffective assignment of any Purchased Asset described in Section 2.1(k) resulting from a ruling of a court of competent jurisdiction as described in Section 2.6(b), the provisions of Section 2.6(b) shall apply, and (ii) in all other cases, Seller and the applicable Buyer such Purchaser shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to the Buyer and the Seller such Parties to this Agreement (including sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the applicable Buyer such Purchaser of any and all rights of the Seller against an involved Third Partythird party) under which the Buyer in question shall obtain, to the fullest extent practicable, the economic rights and benefits under any Asset or obligations with respect to any Assumed Liability with respect to which the Third Party consent or authorization has not been obtained in accordance with this Agreement. The Seller will use commercially reasonable efforts to provide for or impose upon the applicable Buyer such Purchaser the benefits of such Purchased Asset or the obligations of such Assumed Liability, as the case may be, and any transfer or assignment to such Purchaser of any such Purchased Asset, or any assumption by such Purchaser of any such Assumed Liability, which shall require such consent or authorization of a third party that is not obtained, shall be made subject to such consent or authorization being obtained. If the Parties Seller and such Purchaser cannot agree on any such arrangement within a reasonable timearrangement, or any such arrangement would not be reasonably practicable, to provide the Buyer in question such Purchaser with materially all the material benefits of such Purchased Asset or materially all the material obligations of such Assumed Liability, then such Purchased Asset or Assumed Liability, as the case may be, then such Asset or Assumed Liability shall be excluded from the transactions contemplated under this Agreement Transactions and shall be deemed to be an Excluded Asset or an Excluded Liability, as the case may be, and, with respect to such Purchaser, and the Key Material Contracts only, the Seller and Buyer in question Parties hereto shall negotiate in good faith an equitable adjustment in the applicable Buyer’s portion of the such Purchaser's Purchase Price, Price or resolve any disagreement respecting such adjustment in accordance with the procedures of Section 3.6. (b) If, for any reason any rights described in Section 2.1(k) are not transferable, any Purchaser which would otherwise have had any claims of default against the Department of Energy as assignee of such rights may pursue such claims of default against the Department of Energy, at such Purchaser's expense, as the agent of Seller, with Seller remaining a named Plaintiff in any related litigation, and, with respect to such adjustment subject claims, such Purchaser shall have the right to represent, assert claims and make arguments on behalf of Seller. If as a result of such action, the Department of Energy settles with or pays damages to Seller, Seller shall deliver to such Purchaser, according to such Purchaser's Proportionate Share, an amount equal to the terms value of Section 11.6. For the avoidance settlement or damage award received by Seller within ten (10) days of doubt, the covenants set forth in this Section 2.5 apply pre-Closing and post-Closingdate Seller receives such settlement or damage award.

No Assignment If Breach. Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement to assign any Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a Third Party or failure of a right of first refusal or first offer notice period to expire, would constitute a breach or Default under any Contract agreement, Encumbrance or Encumbrancecommitment, would violate any Law, Law or would in any way materially and adversely affect the rights, or materially increase the obligations, of the Seller Buyer or either Buyer the Sellers with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase the obligations of the Seller Sellers or either the Buyer, with respect to any such agreement, Encumbrance or commitment, so that the applicable Buyer would not, in fact, receive all such rights, or assume the obligations, of the Seller Sellers with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller Sellers and the applicable Buyer shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to both the Buyer and the Seller Sellers (including sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the applicable Buyer of any and all rights of the Seller Sellers against an involved Third Party) under which the Buyer in question shall obtain, to the fullest extent practicable, the economic rights and benefits under any Asset or obligations with respect to any Assumed Liability with respect to which the Third Party consent or authorization has not been obtained in accordance with this Agreement. The Seller will use commercially reasonable efforts to provide for or impose upon the applicable Buyer the benefits of such Asset or the obligations of such Assumed Liability, as the case may be. If the Parties cannot agree on any such arrangement within a reasonable timearrangement, or any such arrangement would not be reasonably practicable, to provide the Buyer in question with materially all the benefits of such Asset or materially all the obligations of such Assumed Liability, as the case may be, then such Asset or Assumed Liability shall be excluded from the transactions contemplated under this Agreement and shall be deemed to be an Excluded Asset or an Excluded Liability, as the case may be, and, with respect to and the Key Material Contracts only, the Seller and Buyer in question Parties hereto shall negotiate in good faith an equitable adjustment in the applicable Buyer’s portion of the Purchase Price, or resolve any disagreement in respect to respecting such adjustment subject to in accordance with the terms procedures of Section 11.6. For the avoidance of doubt, the covenants set forth in this Section 2.5 apply pre-Closing and post-Closing11.13.