Common use of Non-Assignment or Subcontracting of Certain Assets Clause in Contracts

Non-Assignment or Subcontracting of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment or subcontracting 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 or unable to be subcontracted), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or subcontract or an agreement to assign or subcontract if such assignment or subcontract or attempted assignment or subcontract would constitute a breach thereof or result in the loss or diminution thereof, provided, however, that in each such case, Seller and Buyer shall each use its reasonable commercial efforts to obtain the consent of such other party to an assignment to Buyer. If such consent is not obtained by the Closing Date, Seller shall cooperate with Buyer in any arrangement designed for Buyer to perform Seller's obligations with respect to such Asset after the Closing Date and for Buyer to receive the benefits under any such Asset after the Closing Date, which arrangements may include enforcement, for the account and benefit of Buyer of any and all rights of Seller against any person or entity arising out of the breach or cancellation by such person or entity or otherwise, all of such actions of Seller to be at the direction and expense of Buyer.

Non-Assignment or Subcontracting of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment or subcontracting 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 or unable to be subcontracted), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or subcontract or an agreement to assign or subcontract if such assignment or subcontract or attempted assignment or subcontract would constitute a breach thereof or result in the loss or diminution thereof, provided, however, that in each such case, Seller and Buyer shall each use its reasonable commercial efforts to obtain the consent of such other party to an assignment to Buyer. If such consent is not obtained by the Closing Date, Seller shall cooperate with Buyer in any commercially reasonable arrangement designed for Buyer to perform Seller's obligations with respect to such Asset after the Closing Date and for Buyer to receive the benefits under any such Asset after the Closing Date, which arrangements may include enforcement, for the account and benefit of Buyer of any and all rights of Seller against any person or entity arising out of the breach or cancellation by such person or entity or otherwise, all of such actions of Seller to be at the direction and expense of Buyer.

Non-Assignment or Subcontracting of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment or subcontracting 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 or unable to be subcontracted), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or subcontract or an agreement to assign or subcontract if such assignment or subcontract or attempted assignment or subcontract would constitute a breach thereof or result in the loss or diminution thereof, provided, however, that in each such case, Seller and Buyer shall each use its reasonable commercial efforts to obtain the consent of such other party to an assignment to Buyer. If such consent is not obtained by the Closing Date, Seller shall cooperate with Buyer in any commercially reasonable arrangement designed for Buyer to perform Seller's ’s obligations with respect to such Asset after the Closing Date and for Buyer to receive the benefits under any such Asset after the Closing Date, which arrangements may include enforcement, for the account and benefit of Buyer of any and all rights of Seller against any person or entity arising out of the breach or cancellation by such person or entity or otherwise, all of such actions of Seller to be at the direction and expense of Buyer.

Non-Assignment or Subcontracting of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment or subcontracting 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 or unable to be subcontracted), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or subcontract or an agreement to assign or subcontract if such assignment or subcontract or attempted assignment or subcontract would constitute a breach thereof or result in the loss or diminution thereof, provided, however, that in each such case, Seller and Buyer shall each use its reasonable commercial efforts to obtain the consent of such other party to an assignment to BuyerPurchaser. If such consent is not obtained by the Closing DateTime of Closing, Seller shall cooperate with Buyer Purchaser in any arrangement designed for Buyer Purchaser to perform Seller's obligations with respect to such Asset after the Time of Closing Date and for Buyer Purchaser to receive the benefits under any such Asset after the Closing DateTime of Closing, which arrangements may include enforcement, for the account and benefit of Buyer Purchaser of any and all rights of Seller against any other person or entity arising out of the breach or cancellation by such other person or entity or otherwise, all of such actions of Seller to be at the direction and expense of BuyerPurchaser.

Non-Assignment or Subcontracting of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment or subcontracting 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 or unable to be subcontracted), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or subcontract or an agreement to assign or subcontract if such assignment or subcontract or attempted assignment or subcontract would constitute a breach thereof or result in the loss or diminution thereof, ; provided, however, that in each such case, Seller and Buyer shall each use its reasonable commercial best efforts to obtain the consent of such other party to an assignment to BuyerPurchaser. If such consent is not obtained by the Closing DateTime of Closing, Seller shall cooperate with Buyer Purchaser in any arrangement designed for Buyer Purchaser to perform Seller's obligations with respect to such Asset after the Time of Closing Date and for Buyer Purchaser to receive the benefits under any such Asset after the Closing DateTime of Closing, which arrangements may include enforcement, for the account and benefit of Buyer Purchaser, of any and all rights of Seller against any other person or entity arising out of the breach or cancellation by such other person or entity or otherwise, all of such actions of Seller to be at the direction and expense of BuyerPurchaser.

Non-Assignment or Subcontracting of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment or subcontracting 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 or unable to be subcontracted), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or subcontract or an agreement to assign or subcontract if such assignment or subcontract or attempted assignment or subcontract would constitute a breach thereof or result in the loss or diminution thereof, ; provided, however, that in each such case, Seller and Buyer ZYCAD shall each use its reasonable commercial best efforts to obtain the consent of such other party to an assignment to BuyerTSSI. If such consent is not obtained by the Closing DateClosing, Seller ZYCAD shall cooperate with Buyer TSSI in any arrangement designed for Buyer TSSI to perform SellerZYCAD's obligations with respect to such Asset after the Closing Date and for Buyer to receive the benefits under any such Asset after the Closing DateClosing, which arrangements may include enforcement, for the account and benefit of Buyer TSSI, of any and all rights of Seller ZYCAD against any other person or entity arising out of the breach or cancellation by such other person or entity or otherwise, all of such actions of Seller ZYCAD to be at the direction and expense of Buyer.ZYCAD. ZYCAD shall reimburse or pay TSSI for all costs and expenses, including increased obligations, resulting from an inability of TSSI to receive the benefits of such assignment or subcontract. ARTICLE II

Non-Assignment or Subcontracting of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment or subcontracting 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 or unable to be subcontracted), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or subcontract or an agreement to assign or subcontract if such assignment or subcontract or attempted assignment or subcontract would constitute a breach thereof or result in the loss or diminution thereof, ; provided, however, that in each such case, Seller and Buyer shall each use its reasonable commercial efforts to obtain the consent of such other party to an assignment to BuyerPurchaser. If such consent is not obtained by the Closing DateTime of Closing, Seller shall cooperate with Buyer Purchaser in any arrangement designed for Buyer Purchaser to perform Seller's obligations with respect to such Asset after the Time of Closing Date and for Buyer Purchaser to receive the benefits under any such Asset after the Closing DateTime of Closing, which arrangements may include enforcement, for the account and benefit of Buyer Purchaser, of any and all rights of Seller against any other person or entity arising out of the breach or cancellation by such other person or entity or otherwise, all of such actions of Seller to be at the direction and expense of BuyerSeller.