Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver any Purchased Asset if an attempted sale, assignment, transfer, conveyance or delivery thereof would be prohibited by Law or would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any license, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (i) constitute a breach or other contravention thereof, (ii) be ineffective, void or voidable, or (iii) adversely affect, in any material respect, the rights thereunder of Seller, its Subsidiaries, Purchaser, or any of their respective officers, directors, agents or affiliates, unless and until such Approval is obtained.
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver or assume a Purchased Asset or an Assumed Liability to the extent that a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by any relevant Third Party, (A) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (B) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained.
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver a Purchased Asset or for Purchaser to assume an Assumed Liability if a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any order, waiver or Permit by, any relevant Person (collectively, “Approvals”), (A) constitute a breach or other contravention thereof or of any Contract related to the Business or (B) be ineffective, void or voidable, in the case of each of clause (A) and (B) unless and until such Approval is obtained.
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer or convey any Purchased Asset if an attempted sale, assignment, transfer or conveyance thereof would be prohibited by Law or would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any license, order, waiver or permit by, any Person (collectively, “Approvals”), (i) constitute a breach or other contravention thereof or (ii) be ineffective, void or voidable.
Non-Assignment; Consents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer or convey any Purchased Asset for which any requisite approval, authorization, consent or clearance of, filing or registration with, notification to, or granting or issuance of any license, order, ruling, waiver or permit by, any Person (collectively, “Approvals” and with respect to Approvals of Governmental Entities, the “Governmental Approvals”) has not been obtained prior to the Closing. If such Approval is not obtained prior to the Closing, until the earlier of such time as such Approval or Approvals are obtained and three (3) years following the Closing Date, then (i) each of Purchaser and the Partnership shall cooperate in good faith and use commercially reasonable efforts to obtain such Approval or Approvals and (ii) the Partnership will cooperate with Purchaser in any arrangement reasonably acceptable to Purchaser and the Partnership (each, a “Workaround”) intended to both (x) provide Purchaser, or Affiliates of Purchaser designated by Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Assets (including by means of any subcontracting, sublicensing or subleasing arrangement) and (y) cause Purchaser, or such designated Affiliates of Purchaser, to bear all costs and Liabilities thereunder to the extent an Assumed Liability from and after the Closing in accordance with this Agreement to the extent that Purchaser, or such designated Affiliates of Purchaser, receives the rights and benefits of such Purchased Assets from and after the Closing in accordance with this Agreement. In furtherance of the foregoing, Purchaser will, or will cause its applicable Affiliates to, promptly pay, perform or discharge when due any related Liability to the extent it constitutes an Assumed Liability arising thereunder after the Closing to the extent that Purchaser, or such designated Affiliates of Purchaser, receives the rights and benefits of such Purchased Assets from and after the Closing in accordance with this Agreement; provided, that Purchaser shall not be obligated by this Section 2.11 to assume or incur any Liability that is inconsistent with the Partnership’s or its Affiliates’ representations, warranties and other covenants contained in this Agreement. Purchaser shall be solely responsible for any out-of-pocket expenses incurred in connection with implementing any Workaround. If an...
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, deliver or convey any assets, Contracts or rights, including any Purchased Asset, if an attempted sale, assignment, transfer or conveyance thereof would, without receiving any Regulatory Approval or other approval, authorization or consent of, filing or registration with, notification to, or granting or issuance of any Permit, order or waiver by, any third party, including any Governmental Entity (collectively, “Approval” and such assets, Contracts and rights that, in each case, would otherwise be considered Purchased Assets, collectively, the “Non-Assignable Assets”), (i) be prohibited by applicable Law or Contract, (ii) constitute a breach or other contravention of any such Law or Contract, or result in an acceleration of the rights of termination of any counterparty (including in the case of any request for approval or consent, in which case no such request shall be made without the agreement of the Parties), (iii) be ineffective, void or voidable or (iv) subject Seller, any of its Subsidiaries, Purchaser, or any of their respective officers, directors, agents or Affiliates to any civil or criminal liability, unless and until such Regulatory Approval or other Approval (including in the case of any rights of termination) is obtained, it being understood that, subject to Seller’s and its Affiliates’ compliance with their obligations set forth in Section 5.1 and Section 5.27, the receipt of any Approval (other than the Approvals described in Section 7.1(a)) is not a condition to the Closing and that the Closing shall proceed in accordance with this Agreement, and Purchaser shall pay the full Estimated Purchase Price at the Closing without the sale, assignment, conveyance, transfer or delivery of such Non-Assignable Assets.
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, transfer, convey, assign or deliver any Purchased Asset to the extent that an attempted sale, assignment, transfer, conveyance, assignment or delivery thereof would be prohibited by applicable Law or would, without the Consent of any third party, (i) constitute a breach or other contravention thereof, (ii) be ineffective, void or voidable, unless and until such Consent is obtained, or (iii) constitute a contravention of the Seller Privacy Policies.
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer or convey any Purchased Asset or any assumption of Assumed Liabilities relating to such Purchased Asset if an attempted sale, assignment, transfer, conveyance or assumption thereof in connection with the Transaction or the other transactions contemplated by this Agreement would be prohibited by Law or would, without the approval, authorization or consent of, Filing with, or granting or issuance of any license, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (i) constitute a breach or other contravention in respect thereof, (ii) be ineffective, void or voidable, or (iii) adversely affect the rights thereunder of Purchaser or any of its officers, directors, agents or Affiliates (unless waived by Purchaser), unless and until such Approval is obtained, it being understood that the Parties’ obligations to effect the Transaction and the other transactions contemplated by this Agreement, including Purchaser’s obligation to pay the Closing Purchase Price (and any adjustments thereto in accordance with this Agreement) are not conditioned upon the receipt of such Approvals, other than the Regulatory Approvals that are conditions to the Closing pursuant to Section 8.1(a).
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer or convey any Purchased Asset if an attempted sale, assignment, transfer or conveyance thereof would be prohibited by Law or would, without the Consent of any third party or Governmental Entity (collectively, the “Non-Assignable Assets”), (i) constitute a breach or other contravention or result in any acceleration of obligations of any Seller Entity or the exercise of rights or remedies by any counterparty, including rights of recapture or termination thereof or (ii) be ineffective, void or voidable unless and until such Consent is obtained, it being understood that except as otherwise expressly contemplated by Section 7.01(c) and Section 7.02(c), the obtainment of any such Consent is not a condition to Initial Closing or the Deferred Closing and that the Applicable Closing shall proceed in accordance with this Agreement without the sale, assignment, conveyance, transfer or delivery of such Non- Assignable Assets and the Closing Date Purchase Price and Final Purchase Price shall not be reduced as a result thereof.
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, except as set forth in Section 2.12(a) of the Seller Disclosure Schedules, this Agreement shall not constitute an agreement to sell, assign, transfer or convey any Purchased Asset if an attempted sale, assignment, transfer or conveyance thereof would be prohibited by Law or would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any license, order, waiver or permit by, any Person (collectively, “Approvals”), (i) constitute a breach or other contravention thereof or (ii) be ineffective, void or voidable.
