Non-Assignment of Certain Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Assumed Contract shall require the consent of any third party, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or agreement to assign would constitute a breach of such Assumed Contract or result in the loss or material diminution thereof, provided, however, that Sellers shall, at the request of the applicable Buyer, use commercially reasonable efforts to obtain the consent of the other party to such Assumed Contract to an assignment thereof in favor of the applicable Buyer; further provided, however, that if any Assumed Contract requires consent for assignment in favor of such Buyer and such consent is not obtained at or prior to Closing, the applicable Seller shall, to the extent contractually permitted, enter into an operating agreement with the applicable Buyer affording such Buyer the rights, benefits and obligations under such Assumed Contract as if such consent to assignment had been obtained (each, an “Operating Agreement”). In the event that the consent to assign such Assumed Contract is obtained, such Assumed Contract thereupon shall be reasonably promptly assigned from the applicable Seller to the applicable Buyer. Notwithstanding the foregoing, subject to Section 1.7, if such accommodation to the applicable Seller under an Operating Agreement is not contractually permitted, Sellers shall not have any obligations to provide Buyers with the rights, benefits and obligations under such Assumed Contract following the Closing. Notwithstanding anything in this Agreement to the contrary, in no event shall Sellers be obligated to pay any fees, commissions or other compensation to obtain the consent of a third party for the assignment hereunder of any Assumed Contract.
Non-Assignment of Certain Contracts. Notwithstanding anything to ----------------------------------- the contrary in this Agreement, to the extent that the assignment hereunder of any of the Assets shall require the consent of any other party (or in the event that any of the same shall be nonassignable), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, the Seller shall, at its own expense, use its best efforts to obtain the consent of such other party to an assignment to Purchaser.
Non-Assignment of Certain Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Contract shall require the consent of any third party, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, Seller shall use its reasonable best efforts to obtain the consent of such other party to such assignment to Buyer. If such consent is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Contract.
Non-Assignment of Certain Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the Sublease or the assignment hereunder of any Customer Contracts or furniture and equipment leases pertaining to the Assets and referenced on SCHEDULE 3.2 hereto (each a "Contract" and collectively the "Contracts") shall require the consent of any third party, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the termination, loss or diminution thereof; PROVIDED, HOWEVER, that in each such case, Seller shall use its commercially reasonable efforts to obtain the consent of such other party to such assignment to Buyer. Attached hereto as SCHEDULE 1.3 hereto is a list of all Contracts requiring consent to their assignment.
Non-Assignment of Certain Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Contract shall require the consent of any third party, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof. Seller does not represent or warrant that any such consents shall be obtained; provided, however, that in each such case, Seller shall exercise commercially reasonable efforts, without providing any assurances, to obtain the consent of such other party to such assignment to Buyer. If such consent is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Contract, including, without limitation, enforcement, for the account and benefit of Buyer, of any and all rights of Seller against any other person arising out of the breach or cancellation of any such Contract by such other person, or otherwise, except Seller shall have no liability to Buyer for failure of any benefit inuring to the Buyer or the enforceability of such Contracts in favor of Buyer without any diminution in the Purchase Price. Attached hereto as Schedule 1.3 is a list of each Contract which requires the consent of a third party to the assignment thereof.
Non-Assignment of Certain Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Contract shall require the consent of any third party, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, Seller shall use its best efforts to obtain the consent of such other party to such assignment to Buyer. If such consent is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Contract, and enforcement, for the account and benefit of Buyer, of any and all rights of Seller against any other person arising out of the breach or cancellation of any such Contract by such other person, or otherwise. Attached hereto as Schedule 1.3 is a list of each Contract which may requires the consent of a third party to the assignment thereof. Buyer shall identify with an asterisk which Contracts Buyer will require a consent be obtained prior to closing. If any such consent shall not be obtained, Buyer shall have the right to terminate.
Non-Assignment of Certain Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute or be constructed as an assignment by Seller to Cordia of any contract, agreement, license or commitment, if an attempted assignment would constitute a breach thereof or otherwise be ineffective to complete the assignment. In the case of contracts and rights, if any that are non-transferable to Cordia, Seller shall keep the agreement in effect and give Cordia the benefit of such agreement at Seller’s cost with xxxx-up. Any costs or expenses incurred in obtaining said consents shall be borne solely by the Seller.
Non-Assignment of Certain Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Contract (as defined below) shall require the consent of any third party, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in accordance with SECTION 1.3(b), the Company shall use commercially reasonable efforts to obtain the consent with respect to Material Customer Contracts of such other party to such assignment to the Purchaser. Except with respect to Material Customer Contracts (which are addressed in SECTION 1.3(b)), if any Contract is not assigned and the transactions contemplated hereby are consummated with respect to such Contract, the Company shall reasonably cooperate with the Purchaser to provide the Purchaser with the rights and benefits (subject to the obligations) under such Contracts unless a customer shall object.
Non-Assignment of Certain Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Contract (as defined below) shall require the consent of any third party, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, the Company shall use commercially reasonable efforts to obtain the consent with respect to material Contracts of such other party to such assignment to the Purchaser. If any Contract is not assigned, the Company shall reasonably cooperate with the Purchaser to provide the Purchaser with the rights and benefits (subject to the obligations) under such Contracts unless a customer shall object.
Non-Assignment of Certain Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Contract shall require the consent of any third party which has not been obtained at the time of Closing, neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, Seller shall use commercially reasonable efforts to obtain the consent with respect to such Contracts of such other party to such assignment to Purchaser. If any Contract is not assigned, Seller shall hire Purchaser as a subcontractor to perform the obligations under such Contracts. Pursuant to the sub-contractor relationship, Purchaser shall be entitled to receive all payments due under such Contracts with respect to work performed after Closing, and Purchaser shall bear all expenses incurred after Closing. In the event that a Contract does not permit a sub-contractor relationship, Purchaser and Seller shall execute such documents as may be necessary to accomplish performance of the Contract while retaining for Purchaser's account the financial, accounting and economic results associated with such Contract. EXHIBIT 2.1 ----------- 6 11
