Common use of Non-Assignable Contracts Clause in Contracts

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. (i) For purposes of this Agreement, any Contract (including any portion of any Mixed-Use Contract pursuant to Section 7.12(a7.11(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)(i7.11(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 7.9 applies or (y) any Mixed-Use Contract to which Section 7.12(a7.11(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, 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. (i) For purposes To the extent that any Assumed Contract is not capable of this Agreement, any Contract (including any portion being assigned or transferred without the consent or waiver of any Mixed-Use Contract pursuant to Section 7.12(a)) the other party thereto or any claimthird party, right or benefit arising thereunder if such assignment or resulting therefromtransfer, if an or attempted transfer assignment or assignment thereof, directly or indirectly, without the consent, waiver or approval of any third party theretotransfer, would constitute a breach or other contravention thereof, be ineffective with respect to either party thereto thereof (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 neither this Agreement nor any Operative Documents shall constitute an assignment or transfer of any such Non-Assignable Contract, or an attempted assignment or transfer of any claimsuch Non-Assignable Contract. The Company shall have the continuing obligation after the Closing to use its best efforts to endeavor to obtain all necessary Consents to the assignment or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party Consent thereto, right each Non-Assignable Contract shall be transferred and assigned to Buyer (or benefit arising thereunder its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or resulting therefromits designated Affiliate) pursuant to the first sentence of this Section 2.5, after the Closing and until the requisite Consent is obtained and the foregoing is assigned and transferred to Buyer and the Company, the Seller Company shall use its best efforts and the cooperate with Buyer will cooperate and use their respective commercially reasonable efforts in endeavoring to obtain as expeditiously as possible after for Buyer, at the date hereof (A) the written consent, waiver or approval expense of the other party or parties Company, an arrangement designed to provide Buyer substantially equivalent benefits of each such Non-Assignable Contract for in some other manner. Except as set forth in Article X herein, Buyer shall not have the right to terminate this Agreement or adjust the Purchase Price (as applicabledefined herein) (I) the assignment as a result 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 failure of the Seller Parties to obtain consent for a contract having a value of less than $25,000.00 individually or any of its Affiliates following $250,000.00 in 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 requiredaggregate.

Non-Assignable Contracts. (i) For purposes of this Agreement, any Contract (including any portion of any Mixed-Use Contract pursuant to Section 7.12(a7.16(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)(i7.16(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 7.8 applies or (y) any Mixed-Use Contract to which Section 7.12(a7.16(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.