Common use of Nonassignable Contracts and Authorizations Clause in Contracts

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. Notwithstanding anything to (a) To the contrary in this Agreement, no Purchased Asset shall be deemed sold, extent that any Assumed Contract is not capable of being assigned or transferred or assigned to the Buyer pursuant to this Agreement if doing so without the consent or approval 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 Person would be ineffective governmental edict, this Agreement shall not constitute an assignment or would transfer thereof, or an attempted assignment or transfer of any 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 this Agreement, Seller agrees that prior to, and for a reasonable period of time after the Closing Date not to exceed 90 days, Seller shall cooperate with Buyer to assist Buyer in any way adversely affect 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 rights "NON-MATERIAL CONSENTS") in connection with: (a) the execution and delivery of this Agreement; (b) the consummation of the Sellers transactions contemplated hereby; (c) the ownership by Buyer of the Acquired Assets; or (d) the conduct by Buyer of the Business as transferee currently conducted by Seller. (c) To the extent that any Non-Material Consents or assignee), and such consent or approval is waivers are not obtained at or before the Closing. In such caseby Seller, Seller and Buyer shall cooperate with each other to establish, to the extent possiblepracticable, (i) arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the beneficial interest benefits and obligations under such licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies being apportioned in or to such Purchased Asset (collectively, a manner that is in accordance with the “Beneficial Rights”) shall in any event pass at the Closing to the Buyer under purpose and intention of 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. Notwithstanding anything to (a) To the contrary in this Agreement, no Purchased Asset shall be deemed sold, extent that any Assumed Contract is not capable of being assigned or 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 waiver of the Sellers other party thereto or any third party (including a government or the Buyer as transferee or assigneegovernmental unit), and such consent or approval is 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. (b) Subject to Section 1.6(b)(x) and Section 5.3 which make the Material Consents a condition to Buyer’s obligations under this Agreement, Seller agrees that prior to, and for a reasonable period of time after the Closing Date, Seller shall cooperate with Buyer to 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 Non-Material Consents or waivers are not obtained at or before the Closing. In such caseby Seller, Seller and Buyer shall cooperate with each other to establish, to the extent possiblepracticable, (i) arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the beneficial interest benefits and obligations under such licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies being apportioned in or to such Purchased Asset (collectively, a manner that is in accordance with the “Beneficial Rights”) shall in any event pass at the Closing to the Buyer under purpose and intention of 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. Notwithstanding anything To the extent that the assignment of any Contract or Authorization to the contrary in this Agreement, no Purchased Asset shall be deemed sold, transferred or assigned to the Buyer Purchaser pursuant to this Agreement if doing so without shall require the consent or approval of any other Person 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 be ineffective constitute a breach or would in any way violation thereof or affect adversely affect the rights of Purchaser or Seller thereunder; and any assignment to Purchaser of any interest under any such Contract or Authorization that requires the Sellers 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 the Buyer as transferee waiver, Seller shall not agree to any amendment, modification or assigneesupplement 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 approval waiver is not obtained at or before the Closing. In such caseand Purchaser, 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 it receives the benefits of such Assumed Contracts Contract or other Purchased AssetsAuthorization, including enforcement at shall indemnify Seller with respect to Seller's obligations under such Contract or Authorization. Notwithstanding the cost foregoing, Seller and for Shareholders, on the account 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 Buyer failure of any such consent to be obtained, Seller and all rights Shareholders agree to jointly and severally indemnify Purchaser with respect to 50% 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 LiabilityLosses.