Common use of Non-Assigned Contracts Clause in Contracts

Non-Assigned Contracts. In the event and to the extent a Company is not able to obtain any third party consent required to transfer and assign in full to Buyer any and all of its rights, title and interest in and to any Contract (other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”), notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such non-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, and such Company shall hold such Non-Assigned Contract in trust for the benefit of Buyer pending such time as the Non-Assigned Contract can be transferred to Buyer; provided, however, that until such Non-Assigned Contract is assigned to Buyer and if such Company is otherwise in material compliance with this Section 6.10 (including by providing the benefits of such Non-Assigned Contract to Buyer in accordance with this Section 6.10), then Buyer shall be responsible for causing the performance in all material respects of all obligations of such Company under such Non-Assigned Contract, including payment obligations to the extent Buyer shall be notified reasonably in advance thereof. Such Company, without further consideration therefor from Buyer, shall pay, assign and remit to Buyer immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, such Company shall manage such Non-Assigned Contract as reasonably directed by Buyer. Such Company shall use its reasonable best efforts to obtain any required third party consents and assign and transfer in full all of its right, title and interest in and to each Non-Assigned Contract as soon as practicable after the Closing. Upon the receipt of any such consent, such Company shall promptly assign and transfer all of its right, title and interest in and to such Non-Assigned Contract to Buyer in full, without payment of further consideration by Buyer, and Buyer shall assume such Non-Assigned Contract (to the extent required under this Agreement with respect to any Assumed Liability) and receive all such right, title and interest in and to such Non-Assigned Contract.

Non-Assigned Contracts. In the event and to the extent a Company Intasco is not able to obtain any third party consent required to transfer and assign in full to Canadian Buyer any and all of its rights, title and interest in and to any Contract (other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”), notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such non-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, and such Company Intasco shall hold such Non-Assigned Contract in trust for the benefit of Canadian Buyer pending such time as the Non-Assigned Contract can be transferred to Canadian Buyer; provided, however, that until such Non-Assigned Contract is assigned to Canadian Buyer and if such Company Intasco is otherwise in material compliance with this Section 6.10 6.15 (including by providing the benefits of such Non-Assigned Contract to Buyer in accordance with this Section 6.106.15), then Canadian Buyer shall be responsible for causing the performance in all material respects of all obligations of such Company Intasco under such Non-Assigned Contract, including payment obligations to the extent Canadian Buyer shall be notified reasonably in advance thereof. Such CompanyIntasco, without further consideration therefor from Buyer, shall pay, assign and remit to Buyer immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, such Company Intasco shall manage such Non-Assigned Contract as reasonably directed by Buyer. Such Company Intasco shall use its reasonable best efforts to obtain any required third party consents and assign and transfer in full all of its right, title and interest in and to each Non-Assigned Contract as soon as practicable after the Closing. Upon the receipt of any such consent, such Company Intasco shall promptly assign and transfer all of its right, title and interest in and to such Non-Assigned Contract to Canadian Buyer in full, without payment of further consideration by Buyer, and Canadian Buyer shall assume such Non-Assigned Contract (to the extent required under this Agreement with respect to any Assumed Liability) and receive all such right, title and interest in and to such Non-Assigned Contract.

Non-Assigned Contracts. In the event and to the extent a Company that Seller is not able to obtain any third party consent required to transfer and assign in full to Buyer Purchaser any and all of its rights, title and interest in and to any Contract (other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”), notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such non-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, and such Company Seller shall hold such Non-Assigned Contract in trust for the benefit of Buyer Purchaser pending such time as the Non-Assigned Contract can be transferred to BuyerPurchaser; provided, however, that until such Non-Assigned Contract is assigned to Buyer Purchaser and if such Company Seller is otherwise in material compliance with this Section 6.10 6.4 (including by providing the benefits of such Non-Assigned Contract to Buyer Purchaser in accordance with this Section 6.106.4), then Buyer Purchaser shall be responsible for causing the performance in all material respects of all obligations of such Company Seller under such Non-Assigned Contract, including payment obligations to the extent Buyer Purchaser shall be notified reasonably in advance thereof. Such CompanySeller, without further consideration therefor from BuyerPurchaser, shall pay, assign and remit to Buyer Purchaser immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, such Company Seller shall manage such Non-Assigned Contract as reasonably directed by BuyerPurchaser. Such Company Seller shall use its commercially reasonable best efforts to obtain any required third party consents and assign and transfer in full all of its right, title and interest in and to each Non-Assigned Contract as soon as practicable after the Closing. Upon the receipt of any such consent, such Company Seller shall promptly assign and transfer all of its right, title and interest in and to such Non-Assigned Contract to Buyer Purchaser in full, without payment of further consideration by BuyerPurchaser, and Buyer Purchaser shall assume such Non-Assigned Contract (to the extent required under this Agreement with respect to any Assumed Liability) and receive all such right, title and interest in and to such Non-Assigned Contract.

Non-Assigned Contracts. In the event and to the extent a Company that Seller is not able to obtain any third party consent required to transfer and assign in full to Buyer Purchaser any and all of its rights, title and interest in and to any Assumed Contract (other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”), notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such non-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, and such Company Seller shall hold such Non-Assigned Contract in trust for the benefit of Buyer Purchaser pending such time as the Non-Assigned Contract can be transferred to BuyerPurchaser; provided, however, that until such Non-Assigned Contract is assigned to Buyer Purchaser and if such Company Seller is otherwise in material compliance with this Section 6.10 6.2 (including by providing the benefits of such Non-Assigned Contract to Buyer Purchaser in accordance with this Section 6.106.2), then Buyer Purchaser shall be responsible for causing the performance in all material respects of all obligations of such Company Seller under such Non-Assigned Contract, including payment obligations to the extent Buyer Purchaser shall be notified reasonably in advance thereof. Such CompanySeller, without further consideration therefor from BuyerPurchaser, shall pay, assign and remit to Buyer Purchaser immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, such Company Seller shall manage such Non-Assigned Contract as reasonably directed by BuyerPurchaser. Such Company Seller shall use its commercially reasonable best efforts to obtain any required third party consents and assign and transfer in full all of its right, title and interest in and to each Non-Assigned Contract as soon as practicable after the Closing. Upon the receipt of any such consent, such Company Seller shall promptly assign and transfer all of its right, title and interest in and to such Non-Assigned Contract to Buyer Purchaser in full, without payment of further consideration by BuyerPurchaser, and Buyer Purchaser shall assume such Non-Assigned Contract (to the extent required under this Agreement with respect to any Assumed Liability) and receive all such right, title and interest in and to such Non-Assigned Contract.

Non-Assigned Contracts. In the event and to the extent a the Company is not able to obtain any third third-party consent required to transfer and assign in full to Buyer any and all of its rights, title and interest in and to any Contract (other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”), notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such non-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, and such the Company shall hold such Non-Assigned Contract in trust for the benefit of Buyer pending such time as the Non-Assigned Contract can be transferred to Buyer; provided, however, that until such Non-Assigned Contract is assigned to Buyer and if such the Company is otherwise in material compliance with this Section 6.10 6.3 (including by providing the benefits of such Non-Assigned Contract to Buyer in accordance with this Section 6.106.3), then Buyer shall be responsible for causing the performance in all material respects of all obligations of such the Company under such Non-Assigned Contract, including payment obligations to the extent Buyer shall be notified reasonably in advance thereof. Such The Company, without further consideration therefor from Buyer, shall pay, assign and remit to Buyer immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, such the Company shall manage such Non-Assigned Contract as reasonably directed by Buyer. Such The Company shall use its reasonable best efforts to obtain any required third third-party consents and assign and transfer in full all of its right, title and interest in and to each Non-Assigned Contract as soon as practicable after the Closing. Upon the receipt of any such consent, such the Company shall promptly assign and transfer all of its right, title and interest in and to such Non-Assigned Contract to Buyer in full, without payment of further consideration by Buyer, and Buyer shall assume such Non-Assigned Contract (to the extent required under this Agreement with respect to any Assumed Liability) and receive all such right, title and interest in and to such Non-Assigned Contract.