Nonassignable Contracts and Authorizations. If any Assumed Contract is not capable of being assigned or transferred without the consent or waiver of a third party (including a governmental authority), and such consent or waiver has not been given, or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment or transfer thereof, or an attempted assignment or transfer of any such Assumed Contract. Notwithstanding the foregoing, Seller Parties shall be responsible for and shall take any and all commercially reasonable action, at their sole expense, to obtain the consent, approval or waiver of any third party required to assign or transfer an Assumed Contract to Buyer.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Contract or any license, permit, approval or qualification issued or to be issued by any government or agency or instrumentality thereof relating to the Business or the Purchased Assets, including, without limitation, the Sales Orders, Unfilled Purchase Orders, Seller Contracts, and Licenses and Permits, to be assigned to Purchaser pursuant to this Agreement shall require the consent of any other party, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. Seller shall use its best commercial efforts, and Purchaser shall cooperate where appropriate, to obtain any consent necessary to any such assignment. If any such consent is not obtained, then Seller shall cooperate with Purchaser in any reasonable arrangement requested by Purchaser designed to provide to Purchaser the benefits under any such Contract, license, permit, approval or qualification, including enforcement of any and all rights of Seller against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise.
Nonassignable Contracts and Authorizations. (a) To the extent that any Assumed Contract is not capable of being assigned or transferred without the consent or waiver of the other party thereto or any third party (including a government or governmental unit), or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment or transfer thereof, or an attempted assignment or transfer of any such Assumed Contract.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Contract issue or the Authorization which is to be assigned to the Purchaser shall require the consent of any other Person, this Agreement shall not constitute a contract to assign the same if an assignment of such Contract or Authorization would constitute a breach thereof. The Seller shall use commercially reasonable efforts, for a period of ninety (90) days following the Closing, and the Purchaser shall cooperate where appropriate, to obtain any consent necessary for any such assignment requested by Purchaser. After such ninety (90) day period, Seller shall have no further obligation to Purchaser (but Seller will be obligated to the other party to the Contract) with respect to any such Contracts or Authorizations that were not assigned.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Assumed Contract or Permit shall require the consent of any other party thereto, or shall be subject to any option in any other person by virtue of a request for permission to assign or transfer or by reason of or pursuant to any transfer to Buyer, this Agreement shall not constitute a contract to assign the same to the extent that an attempted assignment would either constitute a breach thereof or in any way adversely affect the rights or obligations of Buyer or the Seller Parties thereunder. The Seller Parties shall use all reasonable efforts to procure consent to any such assignment. If any such consent is not obtained, the Seller Parties shall cooperate with Buyer in any reasonable arrangement requested by Buyer designed to provide for Buyer the benefit, monetary or otherwise, of any such Assumed Contract or Permit, including enforcement of any and all rights of the Seller Parties against the other party thereto arising out of breach or cancellation thereof by such party or otherwise. The Seller Parties shall promptly pay to Buyer when received all monies received by the Seller Parties under any Purchased Asset or any claim or right or any benefit arising thereunder after the Closing Date, except to the extent the same represents an Excluded Asset.
Nonassignable Contracts and Authorizations. Notwithstanding anything to the contrary in this Agreement, no Purchased Asset shall be deemed sold, transferred or assigned to the Buyer pursuant to this Agreement if doing so without the consent or approval of any other Person would be ineffective or would in any way adversely affect the rights of the Sellers (or the Buyer as transferee or assignee), and such consent or approval is not obtained at or before the Closing. In such case, to the extent possible, (i) the beneficial interest in or to such Purchased Asset (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to the Buyer under this Agreement; and (ii) pending such consent or approval, the Buyer shall discharge the obligations of the Sellers under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for the Sellers, and the Sellers shall act as the Buyer’s agent in the receipt of any benefit, right or interest received from the Beneficial Rights for a period of time not to exceed twelve (12) months following the Closing Date. The Sellers shall use commercially reasonable efforts (and bear the costs of such efforts), and the Buyer shall cooperate in all reasonable respects, to obtain and secure all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Assumed Contracts or other Purchased Assets underlying the Beneficial Rights to the Buyer without any change in any of the material terms or conditions of such Assumed Contracts or other Purchased Assets, including their formal assignment or novation, if advisable (unless the Buyer otherwise consents in writing). The Sellers shall make or complete such transfers as soon as reasonably possible and fully cooperate with the Buyer in any other reasonable arrangement designed to provide to the Buyer the benefits of such Assumed Contracts or other Purchased Assets, including enforcement at the cost and for the account of the Buyer of any and all rights of the Sellers against the other Party thereto arising out of the breach or cancellation thereof by such other Party or otherwise, and to provide for the discharge of any liability under such Assumed Contracts or other Purchased Assets, to the extent such liability constitutes an Assumed Liability.
Nonassignable Contracts and Authorizations. To the extent that the sale, transfer or assignment of any of the Purchased Assets (including the Assigned Rights) hereunder requires the consent of any other party, this Agreement shall not constitute a contract to sell, transfer or assign the same to the extent that an attempted sale, transfer or assignment would constitute a breach of any document, agreement or understanding governing such rights or assets. Seller shall use its commercially reasonable efforts both prior to and after the Closing and Purchaser shall cooperate where appropriate to obtain any consent necessary to any such sale, transfer or assignment. Until any such consent is obtained or if any such consent is not obtained, Seller shall cooperate with Purchaser in any reasonable arrangement requested by Purchaser designed to provide to Purchaser the benefits under any such rights or assets hereunder, including enforcement of any and all rights of Seller against any other party with respect thereto.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Assumed Contract or Authorization to be assigned to Buyer pursuant to this Agreement shall require the consent of any other party, 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 the 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 any such Assumed Contract or Authorization including enforcement of any and all rights of Seller against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise.
Nonassignable Contracts and Authorizations. To the extent that the assignment of any Contract or Permit shall require the consent of any other party thereto, or shall be subject to any option in any other person, this Agreement shall not constitute a contract to assign the same to the extent that an attempted assignment would either constitute a breach thereof or in any way adversely affect the rights or obligations of Buyer or the Sellers thereunder. The Sellers shall use all reasonable efforts to procure consent to any such assignment other than the obligation to expend monies. If any such consent is not obtained, the Sellers shall cooperate with Buyer in any reasonable arrangement requested by Buyer designed to provide for Buyer the benefit, monetary or otherwise, of any such Contract or Permit, including enforcement of any and all rights of the Sellers against the other party thereto arising out of breach or cancellation thereof by such party or otherwise. The Sellers shall promptly pay to Buyer when received all monies received by the Sellers under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.
Nonassignable Contracts and Authorizations. To the extent that the assignment of the Purchased Assets causes any infringement upon the Company's obligations pursuant to any license, permit, approval or instrumentality granted to the Company by any third party, in connection with, or any Contract which provides for joint ownership of, the Purchased Assets (or any part thereof), this Agreement shall not constitute a contract to assign the same. Seller shall cooperate with Purchaser (as expeditiously as possible) in any commercially feasible arrangement requested by Purchaser which shall provide to Purchaser the benefits under any such Contract, license, permit, approval or instrumentality, including enforcement of any and all rights of Seller against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise.
