Common use of Nonassignable Assets Clause in Contracts

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. Notwithstanding anything to the contrary Nothing in this Agreement, this Agreement shall be construed as an attempt to assign, and Buyer shall not constitute an agreement to assign assume any interest in liabilities or obligations with respect to, any instrumentcontract, Contractlease, Lease or other agreement or arrangement Permit intended to be included in the Acquired Assets that by applicable Law is non-assignable, or any claim, right or benefit, if an assignment that by its terms is non-assignable without the consent of a third the other party would constitute or parties thereto to the extent such party or parties assert in writing that such assignment is a breach of such contract, lease 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 Dateagreement, or if as to which all the remedies for the enforcement thereof enjoyed by the Company would not, as a matter of law, pass to Buyer as an attempted assignment would be ineffective or would affect incident of the Seller’s ability to convey assignments provided for by this Agreement. Each of the interest unimpaired, thenCompany and each of the Partners shall, at the request and under the direction of Buyer’s request, take all reasonable actions (including the Seller appointment of Buyer as attorney-in-fact for the Company) and do or cause to be done all such things as shall cooperate with in the reasonable judgment of Buyer in any reasonable arrangementbe necessary or proper (a) to assure that the rights and benefits of the Company under such contracts, including performance leases, agreements or Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by the Seller Company in and under every such contract, agreement or the BuyerPermit, as the case may be, as agent which consideration shall be held for the otherbenefit of, in order to cause and shall be delivered to, Buyer. To the extent that Buyer to receive is provided the rights and benefits of such interest, and to accept the burdens and perform the obligations, Company under any such instrumentcontracts, Contractleases, Lease agreements or other agreement or arrangement or any such claimPermits, right or Buyer shall perform for the benefit all as of the Closing; provided, however, that (i) such alternative arrangement does not impose any adverse economic consequence to either other parties thereto the Seller or the Buyer, (ii) such alternative arrangement does not violate any Law and does not result in the material breach obligations of the arrangement Company thereunder and (iii) pay, discharge and satisfy any related liabilities or obligations that, but for 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 terms of any interest under any such instrumentthis Section 1.1(e), 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 obtainedwould constitute an Assumed Liability hereunder.