Common use of Nonassignability of Assets Clause in Contracts

Nonassignability of Assets. (a) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, to the extent that any sale, conveyance, transfer, assignment, sublease, sublicense, or delivery (each a “Transfer” and the term “Transferred” as used herein shall have a meaning correlative to the foregoing), or any attempted Transfer of any Contract, Intellectual Property or other asset, property or right that would be a Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”), would constitute a breach under such Interest or a violation of any applicable Laws, or such Interest is not capable of being Transferred without any third party Consent which has not been obtained by (or does not remain in full force and effect at) the Closing, neither this Agreement nor any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereof, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or such Consent is obtained, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer of such Retained Interest unless such failure causes a failure of any of the conditions to Closing set forth in Article 8, in which event the Closing shall proceed only if the failed condition is waived by the party entitled to the benefit thereof.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, to the extent that any sale, conveyance, transfer, assignment, sublease, sublicense, the Transfer or delivery (each a “Transfer” and the term “Transferred” as used herein shall have a meaning correlative to the foregoing), or any attempted Transfer to Buyer of any Contract, Intellectual Property or other asset, property or right asset that would be a Transferred Asset, Asset or any claim, claim or right or any benefit arising thereunder or resulting therefrom is (collectivelyi) prohibited by any applicable Law or (ii) without a Permit, the Consent, or, with respect to Government Prime Contracts, novation completed in accordance with FAR Part 42, Subpart 42.12 (“InterestsNovation”), would (A) constitute a breach under such Interest or a violation of any applicable Lawsother contravention thereof, (B) subject Seller, Buyer, or any of their respective officers, directors, agents or Affiliates, to civil or criminal liability, (C) be ineffective, void or voidable, or (D) adversely affect the rights thereunder of Seller, Buyer or any of their respective officers, directors, agents or Affiliates and such Interest is not capable of being Transferred without any third party Permit, Consent which or Novation has not been obtained by (or does not remain in full force and effect at) completed prior to the Closing, neither this Agreement nor any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereofthen in each case, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or such Consent is obtained, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer of such Retained Interest asset unless the failure to Transfer such failure asset causes a failure of any of the conditions to Closing set forth in Article 8VI, in which event event, the Closing shall proceed only if the failed condition is waived by the party Party or Parties entitled to the benefit thereof. In the event the Closing proceeds without the Transfer of any such asset (other than Government Prime Contracts requiring Novation, which shall be Transferred in accordance with Section 5.10), then such asset shall be regarded as a Transferred Asset for purposes of the calculations of Net Working Capital, Estimated Net Working Capital and Closing Net Working Capital required under Section 2.6 (but only if Buyer is provided with the economic claims, rights and benefits under such asset in accordance with this Agreement). For a period of eighteen (18) months after the Closing, each of the Parties shall use its reasonable best efforts to promptly obtain such Permit or Consent; provided, that Seller shall not be required to make any out-of-pocket payments to third parties in order to obtain such Permit or Consent (except for out-of-pocket payments that Buyer agrees to reimburse to Seller), commence any litigation or make any material concessions in connection with its obligations under this Section 2.10. Pending obtaining such Permit or Consent, Seller and Buyer shall use their commercially reasonable efforts to cooperate with each other to agree to any reasonable and lawful arrangements designed to provide Buyer with the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to Buyer to the extent contractually permissible. Buyer and Seller shall each pay their respective expenses of such cooperation and related actions. Once the required Permit or Consent is obtained, Seller shall Transfer such asset to Buyer. For so long as Seller holds any Transferred Assets and provides to Buyer any claims, rights and benefits of any such Transferred Assets pursuant to an arrangement described in this Section 2.10 or any Ancillary Agreement, Buyer shall indemnify and hold harmless Seller from and against all Losses incurred or asserted as a result of or in connection with Seller’s post-Closing direct or indirect ownership, management or operation of any such Transferred Assets, other than Losses to the extent resulting from or arising out of Seller’s gross negligence, willful misconduct, fraud or breach of its obligations pursuant to this Agreement.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, to the extent that any sale, conveyance, transfer, assignment, sublease, sublicense, the Transfer or delivery (each a “Transfer” and the term “Transferred” as used herein shall have a meaning correlative to the foregoing), or any attempted Transfer to Buyer of any Contract, Intellectual Property or other asset, property or right asset that would be a Transferred Asset, Asset or any claim, claim or right or any benefit arising thereunder or resulting therefrom is (collectivelyi) prohibited by any applicable Law or (ii) without a Permit, the Consent, or, with respect to Government Prime Contracts, novation completed in accordance with FAR Part 42, Subpart 42.12 (“InterestsNovation”), would (A) constitute a breach under such Interest or a violation of any applicable Lawsother contravention thereof, (B) subject Seller, Buyer, or any of their respective officers, directors, agents or Affiliates, to civil or criminal liability, (C) be ineffective, void or voidable, or (D) adversely affect the rights thereunder of Seller, Buyer or any of their respective officers, directors, agents or Affiliates and such Interest is not capable of being Transferred without any third party Permit, Consent which or Novation has not been obtained by (or does not remain in full force and effect at) completed prior to the Closing, neither this Agreement nor any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereofthen in each case, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or such Consent is obtained, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer of such Retained Interest asset unless the failure to Transfer such failure asset causes a failure of any of the conditions to Closing set forth in Article 8VI, in which event event, the Closing shall proceed only if the failed condition is waived by the party Party or Parties entitled to the benefit thereof. In the event the Closing proceeds without the Transfer of any such asset (other than Government Prime Contracts requiring Novation, which shall be Transferred in accordance with Section 5.10), then such asset shall be regarded as a Transferred Asset for purposes of the calculations of Net Working Capital, Estimated Net Working Capital and Closing Net Working Capital required under Section 2.6 (but only if Buyer is provided with the economic claims, rights and benefits under such asset in accordance with this Agreement). For a period of eighteen (18) months after the Closing, each of the Parties shall use its reasonable best efforts to promptly obtain such Permit or Consent; provided, that Seller shall not be required to make any out-of-pocket payments to third parties in order to obtain such Permit or Consent (except for out-of-pocket payments that Xxxxx agrees to reimburse to Seller), commence any litigation or make any material concessions in connection with its obligations under this Section 2.10. Pending obtaining such Permit or Consent, Seller and Buyer shall use their commercially reasonable efforts to cooperate with each other to agree to any reasonable and lawful arrangements designed to provide Buyer with the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to Buyer to the extent contractually permissible. Buyer and Seller shall each pay their respective expenses of such cooperation and related actions. Once the required Permit or Consent is obtained, Seller shall Transfer such asset to Buyer. For so long as Seller holds any Transferred Assets and provides to Buyer any claims, rights and benefits of any such Transferred Assets pursuant to an arrangement described in this Section 2.10 or any Ancillary Agreement, Buyer shall indemnify and hold harmless Seller from and against all Losses incurred or asserted as a result of or in connection with Seller’s post-Closing direct or indirect ownership, management or operation of any such Transferred Assets, other than Losses to the extent resulting from or arising out of Seller’s gross negligence, willful misconduct, fraud or breach of its obligations pursuant to this Agreement.

Nonassignability of Assets. From and after the date of this Agreement, Buyer and Seller shall use their respective reasonable best efforts to obtain the written consent, from each party (aother than Seller or any of its Affiliates) (each a “Counterparty”) to each Assigned Contract, to the assignment and assumption of such Assigned Contract at Closing. Without limiting the foregoing, Buyer’s efforts shall include entering into a master agreement or similar enabling agreement with any such Counterparty, on substantially the same terms as those in place on the date hereof in a master or enabling agreement between Seller and such Counterparty, in connection with the assignment to Buyer of one or more purchase orders or similar Contracts that represent Assigned Contracts subject to such master agreement or enabling agreement with Seller. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, to the extent that any the sale, conveyance, transfer, assignment, sublease, sublicensetransfer, conveyance or delivery (each a “Transfer” and the term “Transferred” as used herein shall have a meaning correlative or attempted sale, sublease, assignment, transfer, conveyance or delivery to the foregoing), or any attempted Transfer Buyer of any Contract, Intellectual Property or other asset, property or right asset that would be a Transferred Asset, Asset (including any Assigned Contracts) or any claim, claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers (collectively, the “Interests”including as described on Schedule 3.3), would constitute a breach under and such Interest authorizations, approvals, consents or a violation of any applicable Laws, or such Interest is waivers shall not capable of being Transferred without any third party Consent which has not have been obtained by (or does not remain in full force and effect at) prior to the Closing, neither this Agreement nor any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereof, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or such Consent is obtained, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer sale, assignment, sublease, transfer, conveyance or delivery of such Retained Interest asset as identified in writing by either Party to the other Party, not less than five (5) days prior to the Closing Date, unless such failure causes a failure of any of the conditions to Closing set forth in Article 8Section 6.1(d), Section 6.1(e), Section 6.2(d) or Section 6.2(e), in which event the Closing shall proceed only if the failed condition is waived by the party Party entitled to the benefit thereof.thereof in accordance with such closing condition. In the event that the failed condition is waived and the Closing proceeds without the transfer, sublease or assignment of any such asset, then (i) such asset shall be regarded as a Transferred Asset for purposes of the calculations required under Section 2.8 if such asset is a current asset and (ii) following the Closing, the Parties shall continue to use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, commercially reasonable and lawful back-to-back

Nonassignability of Assets. (a) Notwithstanding anything This Agreement shall not constitute -------------------------- an agreement to the contrary in this Agreement sell, assign, transfer or convey any Ancillary Agreement, to the extent that any asset if such sale, conveyance, transfer, assignment, subleasetransfer or conveyance is prohibited by any applicable Law or would require the consent, sublicenseapproval, license, permit, order, or delivery authorization (each a “Transfer” and the term “Transferred” as used herein shall have a meaning correlative to the foregoing), or any attempted Transfer "Consent") of any Contract, Intellectual Property Governmental Entity or other asset, property or right that would be a Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”), would constitute a breach under such Interest or a violation of any applicable Laws, or such Interest is not capable of being Transferred without any third party Consent which has not been obtained by (or does not remain in full force and effect at) the Closing, neither this Agreement nor any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereof, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or person. If ------- such Consent is obtainednot obtained prior to Closing, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer sale, assignment, transfer or conveyance of such Retained Interest unless asset; provided, however, if such failure causes a failure of any of the conditions to Closing Buyer's obligations as set forth in Article 8VI hereof, in which event the ---------- Closing shall proceed only if Buyer shall waive such condition, in its sole discretion. In the failed condition is waived event that the Closing proceeds without the sale, assignment, transfer or conveyance of any such asset, then following the Closing, the parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that neither the Sellers, on the one hand, nor Buyer, on the other hand, shall be required to pay any consideration for such Consent other than filing, recordation or similar fees which shall be paid by the party entitled who is required by applicable Law or course of dealing to do so. Pending receipt of such Consent, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to the benefit applicable Sellers the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Buyer at the Closing. Once Consent for the sale, assignment, transfer or conveyance of any such asset not sold, assigned, transferred or conveyed at the Closing is obtained, the applicable Sellers shall sell, assign, transfer and convey such asset to Buyer at no additional cost to Buyer. To the extent that any such asset cannot be provided to Buyer, following the Closing pursuant to this Section 1.4, Buyer and the applicable Sellers ----------- shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the parties the economic and operational equivalent, to the extent permitted, of obtaining such Consent and the performance by Buyer of the obligations thereunder. The applicable Sellers shall hold in trust for and pay to Buyer, promptly upon receipt thereof, all income, proceeds and other monies received by such Sellers in connection with their use of any asset (net of the net Tax and any other costs imposed upon such Sellers) in connection with the arrangements under this Section 1.4 and Buyer shall indemnify the Sellers for the net Tax and any other costs imposed upon the Sellers in connection with Buyer's use of any such asset. Notwithstanding the foregoing, to the extent the Bankruptcy Code supercedes any requirement for a Consent then such Consent shall not be required hereunder and this Section 1.4 shall not apply in respect of such Consent.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, to the extent that contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, license or lease any asset if such sale, assignment, transfer, conveyance, transfer, assignment, sublease, sublicense, license or delivery (each a “Transfer” and lease is prohibited by any applicable Law or would require the term “Transferred” as used herein shall have a meaning correlative to the foregoing), or any attempted Transfer Consent of any Contract, Intellectual Property Governmental Entity or other assetperson and such Consent is not obtained prior to (i) the Initial Closing, property or right that would be a Transferred with respect to any US/MOW Acquired Asset, or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”), would constitute a breach under such Interest or a violation of any applicable Laws, or such Interest is not capable of being Transferred without any third party Consent which has not been obtained by (or does not remain in full force and effect atii) the applicable European Closing, neither this Agreement nor with respect to any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereofEuropean Acquired Asset, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or such Consent is obtained, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer sale, assignment, transfer, conveyance, license or lease of such Retained Interest unless asset; provided, however, if such failure causes a failure of any of the conditions to Closing the Purchaser's obligations as set forth in Article 8Section 7.02(d), in which event the Initial Closing shall proceed only if Purchaser shall waive such condition, in its sole discretion. In the failed condition is waived event that the Initial Closing or the applicable European Closing, as the case may be, proceeds without the sale, assignment, transfer, conveyance, license or lease of any such asset, then following the Initial Closing or the applicable European Closing, as the case may be, the parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such Consents; provided, however, that none of Seller, the Seller Subs, Cemax-Icon, Purchaser or any Purchaser Buyer shall be required to pay any consideration for such Consent other than filing, recordation or similar fees which, except as expressly provided in Section 10.04 of this Agreement or Section 3.2 or 10.3 of the Seller Intellectual Property Agreement, shall be paid by the party entitled who is required by applicable Law or course of dealing to do so. Pending receipt of such Consent, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser or the Purchaser Buyers, as the case may be, the benefits of use of such asset and to Seller or the Seller Subs the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Purchaser or the Purchaser Buyers, as the case may be, at the Initial Closing or the applicable European Closing, as the case may be. Once Consent for the sale, assignment, transfer, conveyance, license or lease of any such asset not sold, assigned, transferred, conveyed, licensed or leased at the Initial Closing or the applicable European Closing, as the case may be, is obtained, Seller shall or shall cause a Seller Sub to sell, assign, transfer, convey, license and lease such asset to Purchaser or the Purchaser Buyers, as the case may be, at no additional cost to Purchaser or the Purchaser Buyers (subject, however, to Section 1.05). To the extent that any such asset cannot be provided to Purchaser or the Purchaser Buyers, as the case may be, following the Initial Closing or the applicable European Closing, as the case may be, pursuant to this Section 1.04, the Purchaser and Seller shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the benefit parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent and the performance by Purchaser or the Purchaser Buyers, as the case may be, of the obligations thereunder. Seller and the Seller Subs shall hold in trust for and pay to Purchaser or the Purchaser Buyers, as the case may be, promptly upon receipt thereof, all income, proceeds and other monies received by Seller or any Seller Subs in connection with its use of any asset (net of the net Tax and any other costs imposed upon Seller or any Seller Subs) in connection with the arrangements under this Section 1.04 and Purchaser and the Purchaser Buyers shall indemnify Seller and Seller Subs for (i) the net Tax and any other costs imposed upon Seller and Seller Subs in connection with its use of any such asset.

Nonassignability of Assets. To the extent that the assignment, transfer, conveyance or delivery or attempted assignment, transfer, conveyance or delivery to Velox xx Velox Xxxporation, as applicable, of any of the assets described in Sections 6.17, 6.18 or 6.19 (athe "Incidental Assets") Notwithstanding anything is prohibited by any applicable Law or would require any Consents and such Consents shall not have been obtained prior to the contrary in Closing, this Agreement shall not constitute an assignment, transfer, conveyance or delivery, or any Ancillary Agreementattempted assignment, transfer, conveyance or delivery thereof. Following the Closing, Buyer shall use reasonable efforts and cooperate with Velox xxx the Company to obtain promptly such Consents; PROVIDED, HOWEVER, that neither Buyer nor Velox, Xxrbyshire or the Velox Xxxporation shall be required to pay any consideration for any such Consent. Pending such Consents, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Velox xxx Velox Xxxporation, as applicable, the benefits of use of such Incidental Assets. Once Consent for the assignment, transfer, conveyance or delivery of an Incidental Asset not assigned, transferred, conveyed or delivered at the Closing is obtained or made, Buyer shall assign, transfer, convey and deliver such Incidental Asset to Velox xx Velox Xxxporation, as applicable, at no additional cost. To the extent that any salesuch Incidental Asset cannot be transferred or the full benefits of use of any such Incidental Asset cannot be provided to Velox xx Velox Xxxporation, conveyanceas applicable, transferfollowing the Closing pursuant to this Section 6.22, assignmentthen Buyer and Velox xxxll enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Consent, sublease, sublicense, or delivery (each a “Transfer” and the term “Transferred” performance by Velox xx Velox Xxxporation, as used herein shall have a meaning correlative to the foregoing)applicable, or any attempted Transfer of any Contract, Intellectual Property or other asset, property or right that would be a Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”), would constitute a breach under such Interest or a violation of any applicable Laws, or such Interest is not capable of being Transferred without any third party Consent which has not been obtained by (or does not remain in full force and effect at) the Closing, neither this Agreement nor any Ancillary Agreement shall constitute a Transfer or an attempted Transfer thereof, unless and until such Interest (a “Retained Interest”) can be Transferred in accordance with Section 1.2 without such a breach or violation of Laws or such Consent is obtained, at which time such Retained Interest shall be deemed to be Transferred in accordance with Section 1.2, whereupon it shall cease to be a Retained Interest, it being acknowledged and agreed that the Closing shall proceed without the Transfer of such Retained Interest unless such failure causes a failure of any of the conditions to Closing set forth in Article 8, in which event the Closing shall proceed only if the failed condition is waived by the party entitled to the benefit thereofobligations thereunder.