Common use of Nonassignable Contracts and Authorizations Clause in Contracts

Nonassignable Contracts and Authorizations. To the extent that the assignment of any Contract or Authorization 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 without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of Purchaser or Seller thereunder; and any assignment to Purchaser of any interest under any such Contract or Authorization that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. Seller shall use its commercially reasonable efforts, and Purchaser shall cooperate where appropriate, to obtain any authorization, approval, consent or waiver necessary to any such assignment. If any such authorization, approval, consent or waiver is not obtained, Seller shall continue to use its commercially reasonable efforts to obtain any such authorization, approval, consent or waiver (provided that, in obtaining any such authorization, approval, consent or waiver, Seller shall not agree to any amendment, modification or supplement of any such Contract or Authorization, except with Purchaser's consent, which may be withheld by Purchaser in its reasonable discretion), and Seller (at its cost and expense) shall, to the greatest extent permitted by law and any such Contract or Authorization (including by acting as an agent of Purchaser), hold such Contract or Authorization or any claim, right or benefit arising thereunder or resulting therefrom in trust for the benefit of Purchaser or otherwise for the exclusive use and benefit of Purchaser such that Purchaser receives the interest of Seller in the benefits therefrom until such time as such authorization, approval, consent or waiver is obtained and Purchaser, to the extent it receives the benefits of such Contract or Authorization, shall indemnify Seller with respect to Seller's obligations under such Contract or Authorization. Notwithstanding the foregoing, Seller and Shareholders, on the one hand, and Purchaser, on the other, agree to each bear 50% of any costs or fees associated with obtaining the consent to the assignment to Purchaser of Seller's real estate lease with Prenxxxx Xxxperty Services, AMO. In the event that Purchaser suffers Losses as a result of the failure of such consent to be obtained, Seller and Shareholders agree to jointly and severally indemnify Purchaser with respect to 50% of such Losses.

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), 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 Contract law, decree, order, regulation or Authorization to be assigned to Purchaser pursuant to this Agreement shall require the consent of any other partygovernmental edict, this Agreement shall not constitute a contract to assign the same if an assignment or transfer thereof, or an attempted assignment without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of Purchaser or Seller thereunder; and any assignment to Purchaser transfer of any interest such Assumed Contract. (b) Subject to Section 1.6(b)(x) and Section 5.3 which make the Material Consents a condition to Buyer’s obligations under any such Contract or Authorization this Agreement, Seller agrees that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. Seller shall use its commercially reasonable effortsprior to, and Purchaser shall cooperate where appropriate, to obtain any authorization, approval, consent or waiver necessary to any such assignment. If any such authorization, approval, consent or waiver is not obtainedfor a reasonable period of time after the Closing Date, Seller shall continue cooperate with Buyer to use its commercially reasonable efforts to obtain any such authorization, approval, consent or waiver (provided that, assist Buyer in obtaining such other licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies in connection with: (i) the execution and delivery of this Agreement; (ii) the consummation of the transactions contemplated hereby; (iii) the ownership by Buyer of the Acquired Assets; or (iv) the conduct by Buyer of the Business as currently conducted by Seller, as are set forth in Schedule 1.7(b) hereto (the “Non-Material Consents”). (c) To the extent that any such authorization, approval, consent Non-Material Consents or waiverwaivers are not obtained by Seller, Seller and Buyer shall not agree cooperate with each other to any amendment, modification or supplement of any such Contract or Authorization, except with Purchaser's consent, which may be withheld by Purchaser in its reasonable discretion), and Seller (at its cost and expense) shall, to the greatest extent permitted by law and any such Contract or Authorization (including by acting as an agent of Purchaser), hold such Contract or Authorization or any claim, right or benefit arising thereunder or resulting therefrom in trust for the benefit of Purchaser or otherwise for the exclusive use and benefit of Purchaser such that Purchaser receives the interest of Seller in the benefits therefrom until such time as such authorization, approval, consent or waiver is obtained and Purchaserestablish, to the extent it receives practicable, arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the benefits of such Contract or Authorization, shall indemnify Seller with respect to Seller's and obligations under such Contract or Authorization. Notwithstanding the foregoinglicenses, Seller and Shareholderspermits, on the one handconsents, waivers, approvals, and Purchaser, on authorizations of third parties and governmental bodies and agencies being apportioned in a manner that is in accordance with the other, agree to each bear 50% purpose and intention of any costs or fees associated with obtaining the consent to the assignment to Purchaser of Seller's real estate lease with Prenxxxx Xxxperty Services, AMO. In the event that Purchaser suffers Losses as a result of the failure of such consent to be obtained, Seller and Shareholders agree to jointly and severally indemnify Purchaser with respect to 50% of such Lossesthis Agreement.

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 Contract law, decree, order, regulation or Authorization to be assigned to Purchaser pursuant to this Agreement shall require the consent of any other partygovernmental edict, this Agreement shall not constitute a contract to assign the same if an assignment or transfer thereof, or an attempted assignment without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of Purchaser or Seller thereunder; and any assignment to Purchaser transfer of any interest such Assumed Contract. (b) Subject to Section 1.8(b)(viii) and Section 5.5 which require Seller to obtain the Material Consent as a condition to Buyer's obligations under any such Contract or Authorization this Agreement, Seller agrees that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. Seller shall use its commercially reasonable effortsprior to, and Purchaser shall cooperate where appropriate, for a reasonable period of time after the Closing Date not to obtain any authorization, approval, consent or waiver necessary to any such assignment. If any such authorization, approval, consent or waiver is not obtainedexceed 90 days, Seller shall continue cooperate with Buyer to use its commercially reasonable efforts to obtain any such authorization, approval, consent or waiver (provided that, assist Buyer in obtaining such other licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies as are set forth on Schedule 1.9(b) hereto (the "NON-MATERIAL CONSENTS") in connection with: (a) the execution and delivery of this Agreement; (b) the consummation of the transactions contemplated hereby; (c) the ownership by Buyer of the Acquired Assets; or (d) the conduct by Buyer of the Business as currently conducted by Seller. (c) To the extent that any such authorization, approval, consent Non-Material Consents or waiverwaivers are not obtained by Seller, Seller and Buyer shall not agree cooperate with each other to any amendment, modification or supplement of any such Contract or Authorization, except with Purchaser's consent, which may be withheld by Purchaser in its reasonable discretion), and Seller (at its cost and expense) shall, to the greatest extent permitted by law and any such Contract or Authorization (including by acting as an agent of Purchaser), hold such Contract or Authorization or any claim, right or benefit arising thereunder or resulting therefrom in trust for the benefit of Purchaser or otherwise for the exclusive use and benefit of Purchaser such that Purchaser receives the interest of Seller in the benefits therefrom until such time as such authorization, approval, consent or waiver is obtained and Purchaserestablish, to the extent it receives practicable, arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the benefits of such Contract or Authorization, shall indemnify Seller with respect to Seller's and obligations under such Contract or Authorization. Notwithstanding the foregoinglicenses, Seller and Shareholderspermits, on the one handconsents, waivers, approvals, and Purchaser, on authorizations of third parties and governmental bodies and agencies being apportioned in a manner that is in accordance with the other, agree to each bear 50% purpose and intention of any costs or fees associated with obtaining the consent to the assignment to Purchaser of Seller's real estate lease with Prenxxxx Xxxperty Services, AMO. In the event that Purchaser suffers Losses as a result of the failure of such consent to be obtained, Seller and Shareholders agree to jointly and severally indemnify Purchaser with respect to 50% of such Lossesthis Agreement.

Nonassignable Contracts and Authorizations. To Notwithstanding anything to the extent that the assignment of any Contract contrary in this Agreement, no Purchased Asset shall be deemed sold, transferred or Authorization to be assigned to Purchaser the Buyer pursuant to this Agreement shall require if doing so without the consent or approval of any other party, this Agreement shall not constitute a contract to assign the same if an attempted assignment without the authorization, approval, consent Person would be ineffective or waiver of a third party would constitute a breach or violation thereof or in any way adversely affect adversely the rights of Purchaser the Sellers (or Seller thereunder; and any assignment to Purchaser of any interest under any such Contract the Buyer as transferee or Authorization that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. Seller shall use its commercially reasonable efforts, and Purchaser shall cooperate where appropriate, to obtain any authorization, approval, consent or waiver necessary to any such assignment. If any such authorization, approval, consent or waiver is not obtained, Seller shall continue to use its commercially reasonable efforts to obtain any such authorization, approval, consent or waiver (provided that, in obtaining any such authorization, approval, consent or waiver, Seller shall not agree to any amendment, modification or supplement of any such Contract or Authorization, except with Purchaser's consent, which may be withheld by Purchaser in its reasonable discretionassignee), and Seller (at its cost and expense) shall, to the greatest extent permitted by law and any such Contract or Authorization (including by acting as an agent of Purchaser), hold such Contract or Authorization or any claim, right or benefit arising thereunder or resulting therefrom in trust for the benefit of Purchaser or otherwise for the exclusive use and benefit of Purchaser such that Purchaser receives the interest of Seller in the benefits therefrom until such time as such authorization, approval, consent or waiver approval is not obtained and Purchaserat or before the Closing. In such case, to the extent it receives 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 Contract Assumed Contracts or Authorizationother Purchased Assets, shall indemnify Seller with respect 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 Seller's obligations provide for the discharge of any liability under such Contract Assumed Contracts or Authorization. Notwithstanding the foregoingother Purchased Assets, Seller and Shareholders, on the one hand, and Purchaser, on the other, agree to each bear 50% of any costs or fees associated with obtaining the consent to the assignment to Purchaser of Seller's real estate lease with Prenxxxx Xxxperty Services, AMO. In the event that Purchaser suffers Losses as a result of the failure of extent such consent to be obtained, Seller and Shareholders agree to jointly and severally indemnify Purchaser with respect to 50% of such Lossesliability constitutes an Assumed Liability.