Non-Assignable Contracts and Commitments Sample Clauses
Non-Assignable Contracts and Commitments. (1) The Vendor will use commercially reasonable efforts (other than the payment of money or assumption of obligations) to obtain any third party consents or waivers necessary to permit the assignment to, and assumption by, the Purchaser of all of the contracts and other commitments to be assigned to and assumed by the Purchaser pursuant to this Agreement.
(2) Nothing in this Agreement will constitute an agreement to assign or an attempted assignment of any contract or other commitment for which any requisite consent or waiver to the assignment thereof has not been obtained. To the extent permitted by Applicable Law, if any requisite consent or waiver to the assignment thereof has not been obtained on or prior to the Time of Closing, the applicable contract or other commitment will be held by the Vendor in trust for the benefit of the Purchaser and the Purchaser will perform the obligations of the Vendor thereunder and be entitled to receive all money becoming due and payable under and other benefits derived from the contract or other commitment immediately after receipt by the Vendor.
Non-Assignable Contracts and Commitments. (1) The Sellers will use commercially reasonable efforts (other than the payment of money or assumption of obligations) to obtain any third party consents or waivers necessary to permit the assignment to, and assumption by, the Purchaser of all the Assumed Contracts that have not been obtained prior to the Effective Time.
(2) Nothing in this Agreement will constitute an agreement to assign or an attempted assignment of any Assumed Contract for which any requisite consent or waiver to the assignment thereof has not been obtained or otherwise ordered by a court of competent jurisdiction (including the Vesting Order). To the extent permitted by Applicable Law, if any requisite consent or waiver has not been obtained or ordered on or prior to the Effective Time, the applicable Assumed Contract will be held by the applicable Seller in trust for the benefit of the Purchaser and the Purchaser will perform the obligations of such Seller thereunder and be entitled to receive all money becoming due and payable under and other benefits derived from the Assumed Contract immediately after receipt by the applicable Seller; however, at the request, expense and direction of the Purchaser and in the name of the applicable Seller or otherwise as the Purchaser may specify, the applicable Seller will take all action and do or cause to be done all things that are, in the opinion of the Purchaser, necessary or proper in order that the obligations of such Seller may be performed in such a manner that the value of the Assumed Contract is preserved and enure to the benefit of the Purchaser, and that the collection of moneys due and payable to the Purchaser in and under the Assumed Contract are received by the Purchaser.
Non-Assignable Contracts and Commitments. (1) ACCC will use commercially reasonable efforts (other than the payment of money or assumption of obligations) to obtain any third party consents or waivers necessary to permit the assignment to, and assumption by, the Partnership of all the Contracts to be assigned to and assumed by the Partnership pursuant to this Agreement that have not been obtained prior to the Effective Time.
(2) Nothing in this Agreement will constitute an agreement to assign or an attempted assignment of any Contract for which any requisite consent or waiver to the assignment thereof has not been obtained. To the extent permitted by Applicable Law, if any requisite consent or waiver has not been obtained on or prior to the Effective Time, the applicable Contract will be held by ACCC in trust for the benefit of the Partnership and the Partnership will perform the obligations of ACCC thereunder and be entitled to receive all money becoming due and payable under and other benefits derived from the Contract immediately after receipt by ACCC.