Non-Assignable Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with res...
Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Party of any Contract or other rights relating to the Post Business that would otherwise be transferred or assigned to such Post Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Party shall continue to be bound thereby and the purported transfer or assignment to such Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Post Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Parties for all Losses arising out of such performance by such Post Party. The Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Post Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) only as reasonably directed by Post and at Post’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Party without payment of further consideration, and such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a) is prohibited by law or the terms thereof, this Section 7.02(a) shall operate to create a subcontract with the applicable Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties with respect to the performance by such Post Party.
(b)...
Non-Assignable Contracts. In the case of any contract or agreement to which a Seller is a party and that by its terms or by virtue of its subject matter is not assignable without the consent of a third party (collectively, the "Non-Assignable Contracts"), such Seller will use its reasonable best efforts to obtain, prior to the Closing, any written consents necessary to convey to Buyer the benefit thereof. Notwithstanding any other provisions of this Agreement, in the event that any third party to a Non-Assignable Contract has not consented to an assignment thereof to Buyer for any reason, then Buyer shall have absolutely no liability or obligation to Sellers, such third party or any other party with respect to such Non-Assignable Contract and such Non-Assignable Contract shall be deemed not to be an Asset or an Assigned Contract pursuant to the terms of this Agreement; and, if any Non-Assignable Contract is not assigned by Buyer for any reason, and Buyer considers in its sole judgment that such Non-Assignable Contract is material to the business to be conducted by Buyer after the Closing Date (as defined in Section 3.1) then, at Buyer's option, Buyer shall have no obligation to consummate its purchase hereunder. In the event that Buyer consummates its purchase hereunder and any Non-Assignable Contract has not been assigned to Buyer for any reason then either (a) Buyer and Sellers shall negotiate in good faith to adjust the Purchase Price based on such event and/or (b) Buyer and Sellers shall cooperate in good faith with the other party in any reasonable arrangement necessary or desirable to provide Buyer the benefits of such Non-Assignable Contract.
Non-Assignable Contracts. Nothing contained in this Agreement shall be construed as an assignment or an attempted assignment of any Contract which is by law non-assignable without the consent of the other party or parties thereto, unless such consent shall be given.
Non-Assignable Contracts. To the extent that any of the Purchased Assets (collectively, the “Rights” or individually, a “Right”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Buyer contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Buyer, the Sellers, respectively, shall, to the extent permitted by applicable Law, use commercially reasonable efforts to:
(a) maintain their corporate existence and hold the Rights, as bare trustees and agents for the Buyer;
(b) comply with the terms and provisions of the Rights, as bare trustees and agents for the Buyer, at the Buyer’s cost and for the Buyer’s benefit;
(c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Rights to the Buyer; and
(d) enforce, at the request of the Buyer and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Buyer. In order that the full value of the Rights may be realized for the benefit of the Buyer, and provided, however, that the Sellers shall, to the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants and obligations under the Rights, the Sellers shall, at the request and direction of the Buyer and at the Buyer’s expense, in the name of the Sellers or otherwise as the Buyer may specify, take all such action and do or cause to be done all such things as are, in the opinion of the Buyer acting reasonably, necessary or proper in order that the obligations of the Sellers under such Rights may be performed in such manner that the value of such Rights is preserved and enures to the benefit of the Buyer, and that any moneys due and payable and to become due and payab...
Non-Assignable Contracts. This Agreement and any document ------------------------ delivered hereunder shall not constitute an assignment or an attempted assignment by a SELLER of any right contemplated to be assigned to BUYER hereunder:
(a) That is not assignable by such SELLER without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach thereof; or
(b) If the remedies for the enforcement or any other particular provisions thereof available to such SELLER would not pass to BUYER. Each SELLER shall use reasonable commercial efforts (but with no requirement to make any out-of-pocket expenditures) to obtain such consents of third parties as may be necessary for the assignment of such right by such SELLER. To the extent that such right of a SELLER is not assignable or where consents to the assignment thereof cannot be obtained as herein provided, such SELLER shall, at the Closing, assign to BUYER the full benefit thereof (which shall be deemed to be Assets) and grant to BUYER, to the extent permitted by applicable law, an irrevocable power of attorney to perform such SELLER's covenants and obligations under such rights in respect of the period after the Closing Date, and to enforce such SELLER's rights thereunder in the name of such SELLER but for the benefit of BUYER.
Non-Assignable Contracts. Each Grantor shall, within thirty (30) days after entering into any Material Contract that is a Non-Assignable Contract after the date hereof, request in writing the consent of the counterparty or counterparties to such Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a security interest in such Non-Assignable Contract to the Bank, and use commercially reasonable efforts to obtain such consent as soon as practicable thereafter.
Non-Assignable Contracts. (a) Seller shall use its reasonable efforts to obtain and deliver to Purchaser at or prior to the Closing such consents as are required to allow the assignment by Seller to Purchaser of Seller's right, title and interest in, to and under each Contract included in the Purchased Assets. To the extent any such Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including a government or governmental unit), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment or an attempted assignment of such Contract.
(b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to transfer to Purchaser any of its rights and obligations in and to any Contract without first having obtained all necessary consents and waivers to such transfer. For a reasonable period of time after the Closing Date, Seller shall use its reasonable efforts, and Purchaser shall cooperate with Seller, to obtain the consents and waivers referred to in Section 3.4(a) and to obtain any other consents and waivers necessary to convey to Purchaser any Contract.
(c) To the extent that such consents and waivers are not obtained by Seller (other than with respect to any Required Consent), or Purchaser does not direct Seller to terminate any foreign exchange contract which constitutes a Contract, a list of which is set forth in Section 3.4(c) of the Disclosure Letter (the "Foreign Exchange Contracts"), Seller and Purchaser shall use their reasonable efforts to establish arrangements that are reasonable and lawful as to both Seller and Purchaser, and which provide to Purchaser the benefits, and impose upon the Purchaser the risks and burdens of, the relevant Contract for the remaining term of such Contract, without incurring any financial obligation upon Seller or Purchaser (except that, with respect to the Foreign Exchange Contracts, Purchaser will make Seller whole with respect to any such Contracts which Purchaser does not direct Seller to terminate). At Purchaser's direction, Seller shall terminate any Foreign Exchange Contract. Purchaser shall indemnify and hold Seller harmless from any Losses incurred by Seller in connection with any termination of any such Foreign Exchange Contract pursuant to the immediately preceding sentence.
(d) With respect to the Co...
Non-Assignable Contracts. (i) For purposes of this Agreement, any Contract (including any portion of any Mixed-Use Contract pursuant to Section 7.12(a)) or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent, waiver or approval of any third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to either party thereto (including by the exercise of any termination right thereunder) or violate any applicable Law or any such Contract referred to in this Section 7.12(b)(i), or otherwise are subject to a counterparty termination right as a result of such assignment or transfer shall be deemed a “Non-Assignable Contract”.
(ii) With respect to (x) any Contract to which Section 7.10 applies or (y) any Mixed-Use Contract to which Section 7.12(a) applies and, in the case of either clause (x) or clause (y), which is a Non-Assignable Contract, and, with respect to any such Non-Assignable Contract, any claim, right or benefit arising thereunder or resulting therefrom, the Seller and the Buyer will cooperate and use their respective commercially reasonable efforts to obtain as expeditiously as possible after the date hereof (A) the written consent, waiver or approval of the other party or parties to such Non-Assignable Contract for (as applicable) (I) the assignment of the applicable rights and obligations thereunder, (II) the entry into a new Contract or amendment between the Buyer or an Affiliate thereof, or (III) the continued operation of the existing Contract, notwithstanding the fact that the Company or its Subsidiary ceases to be Affiliates of the Seller or any of its Affiliates following the consummation of the Contemplated Transactions, or (B) written confirmation from the other party or parties to such Non-Assignable Contract mutually satisfactory in form and substance to the Seller and the Buyer, that such consent, waiver or approval is not required.
Non-Assignable Contracts. 2.3.1. Without limiting or otherwise affecting the rights of any party hereto, to the extent that any Contract or Lease to be assigned pursuant to this Agreement is not capable of being assigned without the consent, approval, or waiver of a third person or entity, nothing in this Agreement will constitute an assignment or require the assignment thereof except to the extent provided in this Section 2.3.
2.3.2. With respect to all consents, approvals, and waivers referenced in Section 2.3.1, CBS shall use its reasonable best efforts to obtain all such consents, approvals, and waivers prior to and, if the Closing occurs, as promptly as practicable after the Closing Date; provided that CBS shall not be obligated to pay money to any other contracting party to obtain any such consent, approval or waiver, other than reasonable expenses of the party for any legal documentation related to the assignment of the Contract or Lease in question. If the consents, approvals, and waivers are not obtained prior to Closing, the parties shall use their reasonable best efforts in good faith to cooperate, and to cause each of their respective Affiliates to cooperate, in effecting any lawful arrangement to provide to Entercom or its designated Affiliates the economic benefits of the Contracts and Leases for which consents, approvals, and waivers are being sought after Closing, and to have Entercom or its designated Affiliates assume and discharge the obligations under the Contracts and Leases from and after the Closing Date.
