Non-Assignable Items. If, after using commercially reasonable efforts for a reasonable period of time but not longer than 90 days after the Commencement Date, Supplier cannot assign a Third Party Software license, Equipment Lease or Third Party Contract without breaching its terms or otherwise adversely affecting the rights or obligations of Kraft or Supplier thereunder, the Parties shall take such actions and execute and deliver such documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.
Non-Assignable Items. After the Closing, if requested by Purchaser, Seller shall use reasonable efforts to the extent legally permitted to provide Purchaser with the rights and benefits of each Assignable Item for which the consent of a third party was not received prior to Closing and each Non-Assignable Item that Purchaser failed to obtain its own prior to Closing, in order to accomplish the goal of the Parties to transfer all benefits, costs and obligations arising from and after the Closing Date of each Assignable Item and each Non-Assignable Item to Purchaser. Without limited the generality of the foregoing, under such circumstances, the Parties shall endeavor, to the extent legally permitted, to (a) subcontract Seller’s performance under such Assignable Items and Non-Assignable Items to Purchaser, (b) have Seller complete performance under such Assignable Items and Non-Assignable Items for the account and benefit of Purchaser, but at no cost to Seller, in which case Purchaser shall make the Assets and Purchaser’s employees available to Seller for such purposes, and all profits, losses and costs relating to such agreements shall accrue to Purchaser, and/or (iii) enter into any other reasonable structure, method or series of transactions between the Parties designed to accomplish the foregoing purposes and objectives.
Non-Assignable Items. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, neither this Agreement nor any of the Transaction Documents shall constitute an agreement to sell, convey, assign or transfer any asset, or any claim, right or benefit arising under or resulting from such asset, to the Purchaser, if an attempted sale, conveyance, assignment or transfer thereof, without the prior consent, approval, authorization, waiver or agreement of another Person (a “Third Party Consent”), would (i) violate or is otherwise prohibited under any applicable Law, or (ii) constitute a breach or other contravention of the rights of a third party (the “Non-Assignable Items”).
Non-Assignable Items. If, after the responsible Party has used all commercially reasonable efforts and after the passage of a reasonable period of time, a Third Party Contract cannot be assigned without breaching its terms or otherwise adversely affecting the rights or obligations of an Eligible Recipient thereunder, the Parties shall take all actions and execute and deliver all documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.
Non-Assignable Items. If, after Amdocs using all commercially reasonable efforts for a reasonable period of time, a license, lease or agreement still cannot be assigned without breaching its terms or otherwise adversely affecting the rights or obligations of AT&T or Amdocs thereunder, the Parties shall take such actions and execute and deliver such documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.
Non-Assignable Items. If, after Provider using commercially reasonable efforts for a reasonable period of time, a license, lease or agreement cannot be assigned without breaching its terms or otherwise adversely affecting the rights or obligations of Xxxxxxxx or Provider thereunder, the Parties shall take such actions and execute and deliver such documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.
Non-Assignable Items. The Parties acknowledge and agree that they believe that no restrictions will, after the commercially reasonable efforts of Supplier, preclude the assignment and assumption of such Software licenses, Equipment Leases or Third Party Contracts in accordance with this Agreement. However, if, after Supplier using commercially reasonable efforts for a reasonable period of time, a license, lease or agreement still cannot be assigned without breaching its terms or otherwise adversely affecting the rights or obligations of ABM or Supplier thereunder, the Parties shall take such actions and execute and deliver such documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.
Non-Assignable Items. If, after Supplier has used all commercially reasonable efforts and after the passage of a reasonable period of time, a Third Party Contract cannot be assigned without breaching its terms or otherwise adversely affecting the rights or obligations of an Eligible Recipient thereunder, the Parties shall take all actions and execute and deliver all documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement (including those effects described in Section 6.6(b)). In addition to any other reason for excused performance, if (i) a Service Level Default of Supplier is directly attributable to the failure of a Managed Third Party to perform, (ii) Supplier promptly notifies Eligible Recipient that such Managed Third Party is failing to so perform and such failure will impair Supplier’s ability to meet its corresponding Service Level obligation, and (iii) Supplier uses reasonably diligent efforts to meet such Service Levels notwithstanding such failure by the applicable Managed Third Party, then, in such event, Supplier shall be excused from its failure to meet the Service Level. Unless otherwise agreed to by Supplier and Ascension Health, such Eligible Recipient shall pay the Managed Third Party directly pursuant to the applicable Managed Third Party Agreement, and Supplier shall reimburse the Eligible Recipient for the expense incurred in accordance with the payment terms in Exhibit 4. Ascension Health Personnel and Third Party Contractors shall comply with Supplier’s reasonable security and confidentiality requirements, and shall, to the extent performing work on Materials,
Non-Assignable Items. If, despite the responsible Party using commercially reasonable efforts for a reasonable period of time, a Software license or Third Party Contract cannot be assigned without breaching its TCS AZL Master Effective 1.1.2020 terms or otherwise adversely affecting the rights or obligations of Allianz or Supplier thereunder, the Parties shall take such actions and execute and deliver such documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.
Non-Assignable Items. The Parties acknowledge and agree that they believe that no restrictions will, after the commercially reasonable efforts of Supplier, preclude the assignment and assumption of such Software licenses or Third Party Contracts in accordance with this Agreement. However, if, after Supplier using commercially reasonable efforts for a reasonable period of time, a license, lease or agreement still cannot be assigned without breaching its terms or otherwise adversely affecting the rights or obligations of ABM or Supplier thereunder, the Parties shall take such actions and execute and deliver such documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.
