Common use of No Assignment of Certain Agreements Clause in Contracts

No Assignment of Certain Agreements. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the Assignee thereof until such consent is obtained. If an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the Assignee would not, in fact, receive all such rights, the parties hereto will cooperate with each other to effect any arrangement designed reasonably to provide for the Assignee the benefits of, and to permit the Assignee to assume liabilities under, any such agreement, subject to the remaining sentences of this Section 2.06(e). There are certain software license agreements held in the name of a member of the ADA-ES Group that presently inure to the benefit of the ESI Business and the ADA-ES Business. Notwithstanding any other provision of this Agreement, each such license agreement shall continue to be held by that member of the ADA-ES Group without any obligation of any party to cause the assignment of such license agreement, or to effect any arrangement to provide such benefit, to the ESI Business or the ADA-ES Business, except where the license agreement expressly permits the benefits and obligations to be divided among the Businesses or as may be negotiated with the licensor by that member of the ADA-ES Group and such other parties and the ADA-ES Business shall use commercially reasonable efforts to do so.

No Assignment of Certain Agreements. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the Assignee thereof thereto until such consent is obtained. If an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto (or a member of its Group) so that the Assignee would not, in fact, receive all such rights, the parties hereto hereof will cooperate make efforts consistent with each other Section 5.05(d) hereof to effect any arrangement designed reasonably to provide for the Assignee the benefits of, and to permit the Assignee to assume liabilities under, any such agreement, agreement subject to the remaining sentences of this Section 2.06(e). There are certain software license agreements held in the name of a member of the ADA-ES Packaging Group that presently inure to the benefit of the ESI Automotive Business and the ADA-ES Packaging Business. Notwithstanding any other provision of this Agreement and subject to the terms of the Transition Service Agreement, each such license agreement shall continue to be held by that member of the ADA-ES Packaging Group without any obligation of any party to cause the assignment or inurement to the benefit of such license agreement, or to effect any arrangement to provide such benefit, to the ESI Business or the ADA-ES Automotive Business, except where the license agreement expressly permits the benefits and obligations to be divided among the Businesses or as may be negotiated with the licensor by that member of the ADA-ES Packaging Group and such other parties and the ADA-ES Business shall use commercially reasonable efforts to do soparties.

No Assignment of Certain Agreements. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the Assignee thereof until such consent is obtained. If an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the Assignee would not, in fact, receive all such rights, the parties hereto will cooperate with each other to effect any arrangement designed reasonably to provide for the Assignee the benefits of, and to permit the Assignee to assume liabilities under, any such agreement, subject to the remaining sentences of this Section 2.06(eSECTION 2.06(F). There are certain software license agreements held in the name of a member of the ADA-ES Industrial Group that presently inure to the benefit of the ESI Energy Business, the Industrial Business and the ADA-ES Shipbuilding Business. Notwithstanding any other provision of this Agreement, each such license agreement shall continue to be held by that member of the ADA-ES Industrial Group without any obligation of any party to cause the assignment or inurement to the benefit of such license agreement, or to effect any arrangement to provide such benefit, to the ESI Energy Business or the ADA-ES Shipbuilding Business, except where the license agreement expressly permits the benefits and obligations to be divided among the Businesses or as may be negotiated with the licensor by that member of the ADA-ES Industrial Group and such other parties and the ADA-ES Industrial Business shall use commercially reasonable efforts to do so.. SECTION

No Assignment of Certain Agreements. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the Assignee thereof thereto until such consent is obtained. If an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto (or a member of its Group) so that the Assignee would not, in fact, receive all such rights, the parties hereto hereof will cooperate make efforts consistent with each other Section 5.05(d) hereof to effect any arrangement designed reasonably to provide for the Assignee the benefits of, and to permit the Assignee to assume liabilities under, any such agreement, agreement subject to the remaining sentences of this Section 2.06(e). There are certain software license agreements held in the name of a member of the ADA-ES Packaging Group that presently inure to the benefit of the ESI Automotive Business and the ADA-ES Packaging Business. Notwithstanding any other provision of this Agreement and subject to and except as otherwise provided by the terms of the Transition Service Agreement, each such license agreement shall continue to be held by that member of the ADA-ES Packaging Group without any obligation of any party to cause the assignment or inurement to the benefit of such license agreement, or to effect any arrangement to provide such benefit, to the ESI Business or the ADA-ES Automotive Business, except where the license agreement expressly permits the benefits and obligations to be divided among the Businesses or as may be negotiated with the licensor by that member of the ADA-ES Packaging Group and such other parties and the ADA-ES Business shall use commercially reasonable efforts to do soparties.