Nonassignable Assets. Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Acquired Asset, including any Assumed Contract, certificate, approval, authorization or other right included in the Acquired Assets, which by its terms or by Law is not assignable without Consent (“Nonassignable Assets”) unless and until such Consent has been obtained. Seller shall, and shall cause its Affiliates to, use its Reasonable Efforts to obtain at the earliest practical date all Consents required to consummate the Transactions. To the extent permitted by applicable Law, in the event Consents cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all of the obligations and receive all of the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.
Nonassignable Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset included in the Purchased Receivables, including any Contract, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained or to the extent any such assignment restriction is removed or expires by its term. Seller shall use commercially reasonable efforts to cooperate with Purchaser in endeavoring to obtain such consents promptly. In the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date until the date this Agreement terminates in accordance with Section 7.8, by Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Seller in Purchaser’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller shall promptly pay over to Purchases all money or other consideration received by it in respect of all Nonassignable Assets.
Nonassignable Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that any Purchased Asset is not assignable to Buyer without the consent, approval, waiver, agreement or action of any other Person (other than Seller or its Affiliates), pursuant to Contract or otherwise (each such asset, a “Nonassignable Asset”), there will be no assignment or attempted assignment by Buyer of such Nonassignable Asset at the Closing under this Agreement in the absence of such Person’s consent, approval, waiver, agreement or action, unless otherwise agreed by the Parties, and this Agreement will not be deemed to constitute an assignment or attempted assignment thereof. In the case of each Nonassignable Asset, for a period ending six months following the Closing, the Parties will, and will cause their Affiliates to, use their respective commercially reasonable efforts to obtain the consent, approval, waiver, agreement or action of such Person to the assignment of such Nonassignable Asset to Buyer. If any such consent, approval, waiver, agreement or action is not obtained from such Person prior to the Closing, then the Parties will, to the extent permitted by applicable Law, cooperate with each other to agree to a reasonable arrangement whereby, from and after the Closing, (i) Seller provides or causes to be provided to Buyer and for the benefit of Buyer, any rights of Seller or its Affiliates in respect of such Nonassignable Asset and (ii) Buyer pays, performs and discharges all of the liabilities arising from or related to such Nonassignable Asset, and Buyer agrees to indemnify Seller and its Affiliates with respect to any Losses incurred thereby in connection with such liabilities or enforcement of such rights on behalf of Buyer; provided, however, that once such consent, waiver, agreement or action is obtained (if ever), such Nonassignable Asset will promptly be assigned by Seller or its Affiliates at no additional cost to Buyer. For so long as Seller is deemed to hold any Purchased Asset pursuant to the foregoing sentence, Seller shall not amend, modify or otherwise alter any material terms of any Purchased Asset that is a Nonassignable Asset without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed).
Nonassignable Assets. Nothing in this Agreement shall be construed as an attempt or agreement to assign any Acquired Asset which by its terms or by law is nonassignable, or is nonassignable without the consent of any Third Party, unless and until a consent shall be given from the party whose consent would be required (“Nonassignable Assets”). Each of the Nonassignable Assets is listed on Schedule 2.8. Seller agrees to cooperate with Purchaser at its request and use Seller’s reasonable best efforts to promptly obtain each such consent at Seller’s expense. As of and from the Closing Date, Seller will promptly arrange for the transfer of title to Purchaser of each of the Nonassignable Assets, as soon as possible by, among other steps, paying in full all amounts due under any Contracts to which any of the Nonassignable Assets is subject. Until title to all of the Nonassignable Assets are transferred to Purchaser, Seller authorizes Purchaser, to the extent permitted by applicable law and the terms of the applicable Nonassignable Asset(s), at Purchaser’s option and expense, to perform all the obligations and receive all the benefits of Seller under the applicable Nonassignable Asset(s) and appoints Purchaser as its attorney-in-fact to act in its name on its behalf with respect to such Nonassignable Assets.
Nonassignable Assets. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign any interest in any instrument, Contract, Lease or other agreement or arrangement or any claim, right or benefit, if an assignment without the consent of a third party would constitute a breach or violation thereof and would adversely affect the Seller’s ability to convey the interest or impair the interest as conveyed to the Buyer. If the consent of a third party which is required in order to assign any such interest is not obtained on or prior to the Closing Date, or if an attempted assignment would be ineffective or would affect the Seller’s ability to convey the interest unimpaired, then, at the Buyer’s request, the Seller shall cooperate with the Buyer in any reasonable arrangement, including performance by the Seller or the Buyer, as the case may be, as agent for the other, in order to cause the Buyer to receive the benefits of such interest, and to accept the burdens and perform the obligations, under any such instrument, Contract, Lease or other agreement or arrangement or any such claim, right or benefit all as of the Closing; provided, however, that (i) such alternative arrangement does not impose any adverse economic consequence to either the Seller or the Buyer, (ii) such alternative arrangement does not violate any Law and does not result in the material breach of the arrangement and (iii) the Parties will continue to use their commercially reasonable efforts after the Closing to obtain the applicable third party consent. Any transfer or assignment to the Buyer by the Seller of any interest under any such instrument, Contract, Lease or other agreement or arrangement or any such claim, right or benefit that requires the consent of a third party shall be made subject to such consent or approval being obtained.
Nonassignable Assets. To the extent that any Purchased Asset is -------------------- not capable of being assigned to Buyer without the consent, approval or waiver of a third Person, or if such assignment or attempted assignment would constitute a breach thereof or default thereunder (each a "Nonassignable ------------- Asset"), or to the extent that the assignment of any Transferred Agreement ----- is not practicable because it also relates to an area of Seller's business other than the Business (each a "Nonexclusive Asset"), nothing in this ------------------ Agreement will constitute an assignment or require the assignment thereof except to the extent provided in this Section 2.6.
Nonassignable Assets. Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not assume any Liabilities with respect to, any Contract or Permit intended to be included in the Acquired Assets that by applicable Law is non-assignable, or that by its terms is non-assignable without the consent of the other party or parties thereto to the extent such party’s or parties’ consent was not so obtained, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Seller and Founder shall, at the request and under the direction of Buyer and in the name of Seller or otherwise (as Buyer shall specify), make commercially reasonable efforts to do or cause to be done all such things as shall in the reasonable judgment of Buyer be necessary or proper (a) to assure that the rights and benefits of Seller under such Contracts or Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller in and under every such Contract or Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Notwithstanding the foregoing, provided Seller and/or Founder has exercised commercially reasonable efforts to do so, the failure to receive such consideration shall not be deemed an event of default under this Agreement or any Ancillary Agreement.
Nonassignable Assets. To the extent that any of the Acquired -------------------- Assets is not capable of being assigned or transferred without the consent or waiver of a third party (whether or not a governmental authority), or if such assignment or transfer would constitute a breach thereof or a violation of applicable law, this Agreement (and any related documents delivered at the Closing) shall not constitute an actual or attempted assignment or transfer thereof unless and until such consent or waiver of such third party has been duly obtained or such assignment, transfer, sublease or sublicense has otherwise become lawful (any of the Acquired Assets not assigned or transferred as a result of this Section 1(i) is hereinafter referred to as an "Unassigned Asset").
Nonassignable Assets. Nonassignable Asset" shall mean any asset included in the Property whose sale, conveyance, transfer, assignment or delivery is not permitted, or is not permitted without the consent of any other person or party (including any governmental, regulatory or administrative authority) other than consents, approvals, permits or authorizations contemplated by Section 8.
Nonassignable Assets. Nothing in this Agreement, nor the consummation of the transactions contemplated hereby, shall be construed as an attempt or agreement to assign or transfer any Conveyed Asset (including any Assumed Contract) to Purchaser which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity (a “Nonassignable Asset”), unless and until such consent shall have been obtained. From and after the Closing, Seller shall use reasonable best efforts and shall cooperate with Purchaser to the extent requested by Purchaser to obtain any such necessary consents and, to the extent that such consents are not obtained, use reasonable best efforts to assure Purchaser of the benefits of such Conveyed Assets under reasonable and lawful arrangements. Notwithstanding anything to the contrary contained in this Agreement, to the extent that such consents are not obtained, or the benefits of such Conveyed Assets are not provided to Purchaser, Purchaser shall have no obligations with respect thereto.
