Common use of Non-Assignable Contracts Clause in Contracts

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 Contracts, Purchaser acknowledges and agrees that the Required Consents are the only consents the receipt of which constitutes a condition precedent to Purchaser's obligation to consummate the purchase and sale of the Purchased Assets contemplated hereby.

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, Neither this Agreement nor any Closing Document shall not constitute an assignment or an attempted assignment of any Non-Assignable Contract. To the extent permitted by Applicable Canadian Law; each Non-Assignable Contract shall be held by the Vendor in trust for the Purchaser and the covenants and obligations thereunder shall be performed by the Purchaser in the name of the Company and all benefits and obligations existing thereunder shall be for the account of the Purchaser. The Vendor shall take or cause to be taken such Contract. (b) Anything action in this Agreement its name or otherwise as the Purchaser may reasonably require so as to provide the Purchaser with the benefits thereof and to effect collection of money to become due and payable under the Non-Assignable Contracts and the Vendor shall promptly pay over to the contrary notwithstandingPurchaser all money received by it in respect of all Non-Assignable Contracts. Upon the Closing, Seller is not obligated the Vendor authorizes the Purchaser, to transfer the extent permitted by Applicable Canadian Law and the terms of the Non-Assignable Contracts, at the Purchaser's expense, to Purchaser any perform all of the Vendor's obligations under the Non-Assignable Contracts and constitutes the Purchaser's attorney to act in its rights name and obligations in and to any Contract without first having obtained all necessary consents and waivers to such transferon its behalf with respect thereto. For a reasonable period of time after After the Closing Date, Seller the Vendor agrees to assign Non-Assignable Contracts to the Purchaser when such assignment is permitted and as the Purchaser may direct. The Vendor shall use its commercially reasonable efforts, and Purchaser shall cooperate with Seller, efforts to obtain all consents required for the consents and waivers referred assignment of the Non-Assignable Contracts. The Vendor shall not, however, be obliged to in Section 3.4(a) and make any payments to obtain any Person or to pay any other consents and waivers necessary charge or fee (except a payment to convey a contracting party to Purchaser any Contract. (ccover its expenses associated with the consent in question) To the extent that such consents and waivers are not obtained by Seller or make additional payments, guarantees or financial contributions or arrangements (other than with respect to any Required Consent), or Purchaser does not direct Seller to terminate any foreign exchange contract which constitutes as remaining 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 party to the Foreign Exchange Non-Assignable Contracts, Purchaser will make Seller whole with respect ) or to any institute legal or arbitration or other proceedings to obtain 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 sentenceconsents. (d) With respect to the Contracts, Purchaser acknowledges and agrees that the Required Consents are the only consents the receipt of which constitutes a condition precedent to Purchaser's obligation to consummate the purchase and sale of the Purchased Assets contemplated hereby.

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 lease, contract, Contract Right, Purchase Order, or commitment included in the Purchased Assets is not capable of being assigned assigned, transferred, subleased or sublicensed without the consent or waiver of the issuer thereof or the other party thereto or any third party (including a government or governmental unit), or if such assignment assignment, transfer, sublease or sublicense or attempted assignment assignment, transfer, sublease or sublicense 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 assignment, transfer or sublease thereof, or an attempted assignment assignment, transfer or sublease of any such Contractlease, contract, right or commitment. (ba) Anything in this Agreement to the contrary notwithstanding, Seller is shall not be obligated to transfer unilaterally assign to Purchaser Buyer any of its rights and obligations in and to any Contract such contract or agreement included in Purchased Assets without first having obtained all necessary consents and waivers to such transferwaivers. For a reasonable period of time after the Closing Date, Seller shall use its all reasonable efforts, and Purchaser Buyer shall cooperate with Seller, Seller to obtain the consents and waivers referred to in this Section 3.4(a) and to obtain any other consents and waivers necessary to convey to Purchaser any Contract6.05. (cb) To the extent that such consents and waivers are not obtained by Seller Seller, the Buyer shall nonetheless enjoy all of the rights and benefits of the relevant contract and agreement included in Purchased Assets (other than with respect including all payments and profits thereunder subject 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(c2.05(c) and (d) 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 Purchaserthis Agreement) for its remaining term, and which provide to Purchaser Buyer shall promptly and fully pay and perform all obligations, costs, expenses and burdens of the benefitsrelevant contract, and impose upon the Purchaser the risks and burdens ofassume all risk of loss thereunder, the relevant Contract on behalf of Seller, 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 sentencecontract. (d) With respect to the Contracts, Purchaser acknowledges and agrees that the Required Consents are the only consents the receipt of which constitutes a condition precedent to Purchaser's obligation to consummate the purchase and sale of the Purchased Assets contemplated hereby.

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 third party consents and waivers are relating to any Seller Agreement have not been 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) Sellers as of the Disclosure Letter (the "Foreign Exchange Contracts")Closing, Seller and Purchaser shall use their reasonable efforts to establish arrangements that are reasonable and lawful as to both Seller and PurchaserSellers shall, and which provide to Purchaser the benefits, and impose upon the Purchaser the risks and burdens of, the relevant Contract for during the remaining term of such ContractSeller Agreements (the "Non-Assignable Contracts"), without incurring any financial obligation upon Seller or Purchaser use commercially reasonable efforts to (except thata) obtain the consent of the applicable third party, (b) make the benefit of such Non-Assignable Contracts available to Buyers so long as Buyers fully cooperate with Sellers and promptly reimburse Sellers for all payments made by Sellers in connection therewith and indemnify Sellers with respect thereto, and (c) enforce at the request of Buyers and at the expense and for the account of Buyers, any rights of Sellers arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the Foreign Exchange Contractsterms thereof). Sellers will not take any action or suffer any omission which would limit or restrict or terminate in any material respect the benefits to Buyers of such Non-Assignable Contracts unless, Purchaser in good faith and after consultation with and prior written notice to Buyers, Sellers are ordered orally or in writing to do so by a Governmental Entity of competent jurisdiction or Sellers are otherwise required to do so by law; provided that if any such order is appealable, Sellers will make Seller whole with take such actions as are requested by Buyers at the expense of Buyers to file and pursue such appeal and to obtain a stay of such order. With respect to any Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Buyers is obtained following the Closing, Sellers shall transfer such Contracts which Purchaser does Non-Assignable Contract to Buyers by execution and delivery of an instrument of conveyance reasonably satisfactory to Buyers and Sellers within ten (10) business days following receipt of such approval or consent. Notwithstanding the foregoing, Sellers shall not direct Seller be indemnified 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 the extent of any such Foreign Exchange Contract pursuant losses which result from (i) Sellers' failure to the immediately preceding sentencetake any lawful action in accordance with Buyers' reasonable instructions or (ii) Sellers' gross negligence or willful misconduct. (d) With respect to the Contracts, Purchaser acknowledges and agrees that the Required Consents are the only consents the receipt of which constitutes a condition precedent to Purchaser's obligation to consummate the purchase and sale of the Purchased Assets contemplated hereby.