Nonassignable Contracts Sample Clauses

Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by either Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which either Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting the Sellers’ obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers shall cooperate with Buyer following the Closing Date in any reasonable arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer (at the Buyer’s cost) of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will not constitute an agreement to assign any Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Consent of another Person would constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect thereto. If any such Consent is not obtained or if an attempted assignment would be ineffective or have such other effect, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR") shall (i) provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"), to the extent permitted by Law, the benefits of any such Contract or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the Intended Transferee. If and when such Consents are obtained, the transfer of the applicable Contract or Automotive Asset will be effected in a...

Nonassignable Contracts. (a) To the extent that the assignment by Seller of any sales order, purchase order, lease or other contract included in the Purchased Assets is not permitted without (i) the consent of the other party to the contract, (ii) the approval of Buyer as a source of the products or services called for by such contract or (iii) the approval of Buyer as a lessee, this Agreement shall not be deemed to constitute an assignment or an attempted assignment of the same, if such assignment or attempted assignment would constitute a breach thereof. However, unless otherwise agreed as to any particular contract or order (or class thereof), Seller shall use commercially reasonable efforts to obtain any and all such consents, approvals and novations. (b) If any consent, approval or novation is requested but not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide the Buyer with all of the benefits under such contract, lease or order as if such consent, approval or novation had been obtained, including subleases from Seller and, undertakings by Buyer of the work necessary to complete contracts and to deliver goods and services called for thereunder as the agent of Seller with the understanding that Seller shall then invoice the purchaser for the goods and services provided and promptly remit the amount of the receivable to Buyer. In any such arrangement, the Buyer shall have the sole responsibility with respect to the completion of the work following Closing; shall bear all costs and expenses with respect thereto arising or occurring after the Closing Date; shall be solely entitled to the benefits; and shall be solely responsible for any breach of contract with respect to the goods and services of the Business to the extent they are manufactured or performed after the Closing Date. (c) If a consent, approval or novation requested by Buyer pursuant to this Section is not obtained prior to the Closing Date and as a result Buyer will not receive the benefit of the goods or services to be received or the amounts to be paid pursuant to the underlying contract, lease or order despite the best efforts of the parties to develop a suitable arrangement pursuant to subsection (b) above (the "Rejected Contracts"), Buyer shall give written notice at or prior to Closing that the following adjustments shall be made: (i) All rights of Seller with respect to each Rejected Contract identified in Buyer's notice shall be deemed Excluded Assets and shall no...

Nonassignable Contracts. (a) Without limiting the obligations of the Sellers under this Agreement, the Sellers shall use their commercially reasonable efforts to obtain, on or before the Closing Date, the third party consents (i) that may be required for the assignment or transfer of the Assumed Contracts set forth in the first paragraph of Schedule 3.10(b)(A) of the Disclosure Schedules (as defined in Section 3) and (ii) set forth on Schedule 7.3(e). To the extent that assignment hereunder by the Sellers to the Purchaser of any Assumed Contract (including those set forth in the first paragraph of Schedule 3.10(b)(A) and on Schedule 7.3(e) hereto) is not permitted, or is not permitted without the consent of a third party and such consent is not obtained as of the Closing Date, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Sellers and Parent shall use all commercially reasonable efforts to obtain, as promptly as possible, any and all such third-party consents after the Closing Date; provided that in no event shall the Sellers’ aggregate liability under this Section 1.6(a) exceed $5,000 with respect to using such reasonable efforts. (b) If and to the extent that the Sellers are unable to obtain any third party consent contemplated by Section 1.6(a), the Sellers shall continue to be bound by any such Assumed Contract (the “Non-Assigned Contract”). To the maximum extent permitted by law and the terms of the Non-Assigned Contract, (i) the Sellers shall make the benefit of such Non-Assigned Contract available to the Purchaser, and (ii) the assignment provisions of this Agreement shall operate to the extent permitted by law and the applicable Non-Assigned Contract to create a subcontract, sublease or sublicense with the Purchaser to perform each relevant Non-Assigned Contract on the terms and conditions set forth therein. To the extent such benefit is made available, and/or such subcontract, sublease or sublicense is created, (A) the Purchaser shall pay, perform and discharge fully all obligations of the Sellers under any such Non-Assigned Contract from and after the Closing Date, (B) the Sellers shall, without further consideration therefor, pay and remit to the Purchaser promptly any monies, rights and other consideration received in respect of such Non-Assigned Contract performance, and (C) the Sellers shall exer...

Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor prior to the Effective Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, Transferor, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Date; and Transferor shall, at the request of the Company, take all such action, enter into such arrangements and do or cause to be done such things as shall be reasonably requested by the Company to provide, make available and secure to the Company all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law and by contract. Except as provided by law or the Nonassignable Contract in question, the performance obligations of Transferor under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company,...

Nonassignable Contracts. 13 Section 2.06.

Nonassignable Contracts. (a) To the extent that the assignment by Seller of any sales order, purchase order, lease or other contract included in the Assumed Liabilities or Purchased Assets is not permitted without (i) the consent of the other party to the contract, (ii) the approval of Buyer as a source of the products or services called for by such contract or (iii) the approval of Buyer as a lessee, then this Agreement shall not be deemed to constitute an assignment or an attempted assignment of the same, if such assignment or attempted assignment would constitute a breach thereof. However, unless otherwise agreed as to any particular contract or order (or class thereof), Seller shall use its best efforts to obtain any and all such consents, approvals and novations before and after Closing. (b) If any necessary consent, approval or novation is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with all of the benefits under such contract, lease or order as if such consent, approval or novation had been obtained, including subleases from Seller and, undertakings by Buyer of the work necessary to complete contracts as the agent of Seller with the understanding that Seller shall then invoice the customer for services rendered and promptly remit the amount of the receivable to Buyer. Nothing herein shall excuse Seller from responsibility for any of their representations and warranties or covenants hereunder.

Nonassignable Contracts. Anything in this Agreement to the ----------------------- contrary notwithstanding, this Agreement shall not require Seller to assign (prior to the time, if ever, assignment is otherwise consented to) any claim, contractual obligation, authorization of a Governmental Authority, lease, commitment, sales, service or purchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if the Asset Purchase would be deemed an attempted assignment thereof without the required consent of a third party thereto or Governmental Authority and would constitute a breach thereof or in any way affect the rights of Raytheon Company, Seller or Buyer thereunder. If such consent is not obtained, or if the consummation of the Asset Purchase would affect the rights of Seller thereunder so that Buyer would not in fact receive the benefit of all such rights, Seller shall cooperate with Buyer in any arrangement designed to provide for the benefits thereof to Buyer, including subcontracting, sublicensing or subleasing to Buyer or enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto or Governmental Authority arising out of the performance, breach or cancellation by such third party or Governmental Authority or otherwise; and any assumption by Buyer of obligations thereunder whether by operation of Law in connection with the Asset Purchase which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained.

Nonassignable Contracts. Nothing in this Agreement shall be construed as an attempt to assign any contract which is by law nonassignable without the consent of any other party thereto unless and until such consent is given.

Nonassignable Contracts. To the extent that the assignment of any Contract to be assigned to Buyer pursuant to this Agreement shall require the consent of any other Person, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. Seller shall use all reasonable efforts, and Buyer shall cooperate where appropriate, to obtain any consent necessary to any such assignment where such consent is requested by Buyer. If any such consent is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefit, monetary or otherwise, of the Contracts, including enforcement of any and all rights of Seller or Seller’s business against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise.