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. 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.

No Assignment If Breach. 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 or failure of a right of first refusal or first offer notice period to expirethird party, would constitute a breach or Default default under any Contract such Purchased Asset or Encumbrance, would violate any Law, Assumed Liability or would in any way materially and adversely affect the rights, or materially increase the obligations, of the Seller Purchaser or either Buyer 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 Buyer, Purchaser with respect to any such agreement, Encumbrance Purchased Asset or commitmentAssumed Liability, so that the applicable Buyer Purchaser would not, in fact, receive all such rights, or assume the obligationsobligations of Sellers, of the Seller with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller Sellers and the applicable Buyer Purchaser shall enter into reasonable such cooperative arrangements as may be reasonably acceptable to the Buyer Purchaser and the Seller Sellers (including including, without limitation, sublease, agency, partial closing, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the applicable Buyer Purchaser of any and all rights of the Seller Sellers 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 to Purchaser the benefits of such Purchased Asset or to relieve Sellers from the obligations of such Assumed Liability, as the case may beand any transfer or assignment to Purchaser by Sellers of any such Purchased Asset, or any assumption by 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 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 Purchaser with materially substantially all the benefits of such Purchased Asset or materially substantially all the obligations of such Assumed Liability by the date indicated in Section 11.1(d) below and: (i) with regard to a Purchased Asset, the inability to reach agreement with respect to the Purchased Asset would result in a change, event or effect that is materially adverse to the business, financial condition or prospects of the Facilities taken as a whole, then Purchaser shall have the option of terminating this Agreement and such termination shall not be subject to Section 11.4 hereof; or (ii) with regard to an Assumed Liability, as Sellers have the case may be, then option to exclude from the transactions represented by this Agreement such Asset or Assumed Liability and such Assumed Liability shall be deemed an excluded from the transactions contemplated under this Agreement liability and Purchaser and Sellers shall be deemed agree 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 Nothing set forth in this above shall have any affect on Sellers' obligation pursuant to Section 2.5 apply pre-Closing and post-Closing9.5 hereof.

No Assignment If Breach. Notwithstanding anything contained in this Agreement to the contrary set forth in this Agreementcontrary, 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 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 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 Buyer, a Buyer Subsidiary or 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 Seller, a Buyer Subsidiary or either Buyer, with respect to any such agreement, Encumbrance encumbrance or commitment, so that Buyer or the applicable pertinent Buyer Subsidiary 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 Buyer or the applicable pertinent Buyer Subsidiary shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to the both Buyer and the Seller (including including, without limitation, sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of Buyer or the applicable pertinent Buyer Subsidiary 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 Buyer or the applicable pertinent Buyer Subsidiary the benefits of such Asset or the obligations of such Assumed Liability, as the case may be, and any transfer or assignment to Buyer or the pertinent Buyer Subsidiary by Seller of any such Asset, or any assumption by Buyer or a Buyer Subsidiary 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 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 or a Buyer Subsidiary 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 Transactions 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-Closing2.9.

No Assignment If Breach. Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement of the Contributor to contribute or assign any AssetContributed Asset to the Acquirer, or cause the Acquirer to 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 Acquirer or either Buyer the Contributor 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 Acquirer or either Buyerthe Contributor, with respect to any such agreement, Encumbrance Encumbrance, or commitment, so that the applicable Buyer Acquirer would not, in fact, receive all such rights, or assume the obligations, of the Seller Contributor with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller Contributor and the applicable Buyer Acquirer shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to both the Buyer Acquirer and the Seller Contributor (including sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the applicable Buyer Acquirer of any and all rights of the Seller Contributor 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 Acquirer the benefits of such Asset Contributed Assets or the obligations of such Assumed Liability, as the case may be. If the Parties Acquirer and the Contributor 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 Acquirer with materially all the benefits of such Contributed Asset or materially all the obligations of such Assumed Liability, as the case may be, then such Contributed 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-Closing8.11.