Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset if (a) an attempted assignment thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach thereof or in any way adversely affect the rights of Purchaser thereunder and (b) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, Sellers and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may reasonably request; provided, however, that Sellers will not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or approval. If such Necessary Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rights, such Seller and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to such Seller, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which such Seller would enforce for the benefit of Purchaser with Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party thereto.
Non-Assignment of Assets. This Agreement shall not constitute an agreement to assign or transfer any assets of the Seller, if an attempted transfer or assignment thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (or with respect thereto), would constitute a breach thereof or in any way negatively affect the rights of the Seller or the Buyer, as the assignee or transferee of such asset, as the case may be, thereunder. If the Closing occurs and such authorization, consent, approval, license or permit is required for the transfer or assignment of any asset of the Seller at or before the Closing, but not obtained, the Seller will cooperate with the Buyer without further consideration (other than as provided in clause (b) of this Section 2.4) in any arrangement reasonably acceptable to the Buyer and the Seller, designed to both (a) provide the Buyer with the benefits of any such asset, and (b) cause the Buyer to bear all costs and obligations of or under any such asset. Any transfer or assignment to the Buyer of any asset that shall require the consent, approval, authorization of, or granting of any license or permit by any third party for such assignment or transfer as aforesaid shall be made subject to such consent, approval, authorization, license or permit being obtained.
Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer and shall not effectuate the assignment or transfer of any assets of CHC if (a) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto or a governmental authority (each such action, a “Necessary Consent”), would constitute a breach, default or violation thereof or of any law or order and (b) the Bankruptcy Court has not entered an order providing that such Necessary Consent is not required. For the avoidance of doubt, any asset that would be a Transferred Asset but is not assigned in accordance with this Section 1.07 shall not be considered a “Transferred Asset” for purposes hereof, unless and until such asset is assigned to PAC following the Closing upon receipt of the Necessary Consent or Bankruptcy Court approval, as applicable; provided, that, if such Necessary Consent is not obtained, or if an attempted assignment or transfer of such assets would be ineffective, CHC and PAC shall enter into a reasonable arrangement to provide for PAC to obtain the benefits and assume the obligations arising under such assets in accordance with this Agreement; provided, further, that PAC shall be liable for any costs or expenses incurred or liabilities arising in connection with such arrangement
Non-Assignment of Assets. (a) If the sale, assignment or transfer of any of the Contracts, or a request for permission to sell, assign or transfer any Contracts requires the consent of any Person not a party to this Agreement, then this Agreement shall not constitute a contract to assign such Contract, until such time as such consent has been received to the extent that an attempted assignment without such consent would (i) constitute a breach under any agreement applicable to the Asset, (ii) create rights in others not desired by any Seller, or (iii) create rights in third parties against any Sellers (such Contracts, “Restricted Contracts”).
Non-Assignment of Assets. To the extent that any asset described in Section 1.1 may not be assigned to DAH, or may only be assigned to DAH with the consent of a third party (collectively "Non-assignable Assets"), then NOTWITHSTANDING anything to the contrary in this Agreement, neither this Agreement nor any action taken shall constitute an assignment or an agreement to assign; PROVIDED, HOWEVER, that in such case the parties shall act in accordance with the provisions of Section 1.4 below. A complete list of such Non-assignable Assets shall, be set forth in Schedule 1.2.
Non-Assignment of Assets. To the extent that any asset described in Section 1.1 may not be assigned to Buyer, or may only be assigned to Buyer with the consent of a third party, then NOTWITHSTANDING anything to the contrary in this Agreement, neither this Agreement nor any action taken shall constitute an assignment or an agreement to assign; PROVIDED, HOWEVER, that in such case Xxxxxx will use its best efforts to obtain the consent of such party to the assignment to Buyer.
Non-Assignment of Assets. To the extent that any Asset described in Section 1.1 may not be assigned or may only be assigned with the consent of a third party, then, notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any action taken shall constitute an assignment or an agreement to assign such Asset; PROVIDED, HOWEVER, that in such case Xxxxxxxx will use its best efforts to obtain the consent of such party to the assignment to Buyer. If such consent is not obtained, Xxxxxxxx shall provide to Buyer the benefits of such Asset or a comparable asset in its place as a condition to the obligations of DAH and Buyer hereunder. 2.
Non-Assignment of Assets. (a) Notwithstanding anything to the contrary in this Agreement, a Contract shall not be an Assigned Debtor Contract hereunder and shall not be assigned to, or assumed by, the Buyer to the extent that such Contract is terminated by any party thereto, without violating the automatic stay, other than the Sellers or expires by its terms, on or prior to such time as it is to be assigned to the Buyer hereunder and is not continued or otherwise extended upon assignment.
Non-Assignment of Assets. To the extent that any Asset described in Section 1.1, may not be assigned or may only be assigned with the consent of a third party, notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any action taken shall constitute an assignment or an agreement to assign.
Non-Assignment of Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not affect the assignment or transfer of any Purchased Asset if (i) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any third party thereto (each such action, a “Necessary Consent”), would constitute a breach, default or violation thereof or of any Law or Order, and (ii) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, such assignment or transfer is subject to such Necessary Consent being obtained, and Sellers and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Purchaser as Purchaser may reasonably request. Any payment made in order to obtain any Necessary Consent shall be paid by Purchaser.
