Non-Assigned Contracts. Notwithstanding anything contained in this Agreement:
(a) To the extent that assignment by either of the Companies to either of the Purchasers of any Assumed Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents.
(b) If and to the extent that any required third party consent is unable to be obtained as contemplated by Section 5.5(a) prior to the Closing, such Company party to any such Assumed Contract shall continue to be bound by such Assumed Contract (each, a “Non-Assigned Contract”). In such event, the Companies and the Purchasers shall cooperate in creating a reasonable arrangement designed to provide the benefits of such Non-Assigned Contract to the Purchasers. Pursuant to such arrangement, (i) the Purchasers shall perform the obligations of the Companies under any such Non-Assigned Contract from and after the Closing Date, (ii) the Companies shall, without further consideration therefor, pay and remit to the Purchasers promptly any monies, rights and other consideration received in respect of such Non-Assigned Contract performance, (iii) the Companies shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by the Purchasers, and (iv) the Purchasers shall indemnify the Companies against any third party claims, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third party’s consent to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations of the Companies in accordance with such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement with respect to a Non-Assigned Contract, the Purchasers shall not be required to create an arrangement described in this Section 5.5(b) with respect to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in develo...
Non-Assigned Contracts. All of the rights and interests, and all of the liabilities and obligations, of Transferor in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking entered into in connection with, or otherwise relating to, the Plant, that are identified on Schedule 1.2(b) (Non-Assigned Contracts) (collectively, the "Non-Assigned Contracts").
Non-Assigned Contracts. All of the rights and interests, and all of the liabilities and obligations, of each Asset Seller in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking set forth on the Schedule entitled "Non-Assigned Contracts" (collectively, the "Non-Assigned Contracts");
Non-Assigned Contracts. With respect to Contracts which are not assigned at the Closing Date, both Seller and Purchaser shall use their best efforts to (i) continue to attempt to effect such assignment, or (ii) locate an alternative distributor for the Product for the same geographic area. Failing either of (i) and (ii) of this Section 7.7 and during the period when such Contracts are not assigned to the Purchaser the Seller shall make purchases of Product from the Purchaser, as distributor of Purchaser pursuant to a distributorship agreement on ordinary and customary terms and in particular the relevant price for the Products in the applicable non-assigned Contracts, to be resold to the distributor who did not consent to the assignment at the relevant price specified in the applicable non-assigned Contracts.
Non-Assigned Contracts. Seller shall not assign to Purchaser and Purchaser shall not assume any liability with respect to any agreements to which Seller is a party that relate to www.individualinvestor.com ("Non-Assigned Contracts"). Seller reprexxxxx xxxx Xxxxxxxxx xxxxx not be liable to any third party with respect to any Non-Assigned Contract. Notwithstanding the foregoing, Seller and Purchaser shall use reasonable efforts to obtain the consent of Interep for the assignment to Purchaser of Seller's rights and obligations from and after the date of the Closing pursuant to the Advertising Sales Representative Agreement dated as of April 1, 2000 between Seller and WIMS ("WIMS Sales Representative Agreement").
Non-Assigned Contracts. The Shareholders Agreement and those Contracts set out in Schedule 5.16 which are indicated as being "not required" to be assigned and for which the Vendor is unable with the exercise of reasonable efforts to obtain the required consent to assign to the Purchasers. The parties agree to amend Schedule 2.1(g) prior to Closing to reflect only those Contracts actually being assigned hereunder; and
Non-Assigned Contracts. All of the rights, benefits and interests of Sellers in, under or pursuant to any Contracts other than the Assigned Contracts, including Sellers’ rights under this Agreement and any agreement or document contemplated hereby;
Non-Assigned Contracts. The parties hereto have mutually decided to complete the Closing notwithstanding the existence of the Non-
Non-Assigned Contracts. Any and all liabilities and obligations under any contract, lease or other agreement or arrangement relating to the Business or otherwise which is not an Assigned Contract being assumed by Buyer hereunder.
Non-Assigned Contracts. Those Contracts set out in Schedule 2.2(e);
