Common use of Nonassignable Contracts and Authorizations Clause in Contracts

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 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 by Seller, Seller and Buyer shall cooperate with each other to establish, to the extent practicable, arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the benefits and obligations under such licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies being apportioned in a manner that is in accordance with the purpose and intention of this Agreement.

Nonassignable Contracts and Authorizations. (a) To Notwithstanding anything to the extent that any Assumed Contract is not capable of being contrary in this Agreement, no Purchased Asset shall be deemed sold, transferred or assigned or transferred to the Buyer pursuant to this Agreement if doing so without the consent or waiver approval of any other Person would be ineffective or would in any way adversely affect the rights of the other party thereto Sellers (or any third party (including a government the Buyer as transferee or governmental unitassignee), and such consent or waiver has approval is not been givenobtained at or before the Closing. In such case, or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any lawto the extent possible, 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 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 consummation Buyer shall discharge the obligations of the transactions contemplated hereby; Sellers under such Beneficial Rights (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 to the extent that 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 Non-Material Consents benefit, right or waivers are interest received from the Beneficial Rights for a period of time not obtained by Sellerto exceed twelve (12) months following the Closing Date. The Sellers shall use commercially reasonable efforts (and bear the costs of such efforts), Seller 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 each the Buyer in any other reasonable arrangement designed to establishprovide 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 practicable, arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the benefits and obligations under such licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies being apportioned in a manner that is in accordance with the purpose and intention of this Agreementliability constitutes an Assumed Liability.

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 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)(x1.8(b)(viii) and Section 5.3 5.5 which make require Seller to obtain the Material Consents Consent as a condition to Buyer’s 's obligations under this Agreement, Seller agrees that prior to, and for a reasonable period of time after the Closing DateDate not to exceed 90 days, 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 as are set forth on Schedule 1.9(b) hereto (the "NON-MATERIAL CONSENTS") in connection with: (ia) the execution and delivery of this Agreement; (iib) the consummation of the transactions contemplated hereby; (iiic) the ownership by Buyer of the Acquired Assets; or (ivd) 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 by Seller, Seller and Buyer shall cooperate with each other to establish, to the extent practicable, arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in the benefits and obligations under such licenses, permits, consents, waivers, approvals, and authorizations of third parties and governmental bodies and agencies being apportioned in a manner that is in accordance with the purpose and intention of this Agreement.

Nonassignable Contracts and Authorizations. (a) To the extent that the assignment of any Assumed Contract is not capable of being or Authorization to be assigned or transferred without to Purchaser pursuant to this Agreement shall require 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 law, decree, order, regulation or other governmental edictparty, this Agreement shall not constitute an assignment or transfer thereof, or a contract to assign the same if an attempted assignment without the authorization, approval, consent or transfer 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 Assumed Contract. (b) Subject to Section 1.6(b)(x) and Section 5.3 Contract or Authorization, except with Purchaser's consent, which make the Material Consents a condition to Buyer’s obligations under this Agreement, Seller agrees that prior tomay 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 a reasonable period 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 after the Closing Dateas such authorization, Seller shall cooperate with Buyer to assist Buyer in obtaining such other licensesapproval, permits, consents, waivers, approvals, consent or waiver is obtained 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 by Seller, Seller and Buyer shall cooperate with each other to establishPurchaser, to the extent practicable, arrangements that are reasonable and lawful as to both Seller and Buyer, and which result in it receives the benefits and of such Contract or Authorization, shall indemnify Seller with respect to Seller's obligations under such licensesContract or Authorization. Notwithstanding the foregoing, permitsSeller and Shareholders, consents, waivers, approvalson the one hand, and authorizations Purchaser, on the other, agree to each bear 50% of third parties any costs or fees associated with obtaining the consent to the assignment to Purchaser of Seller's real estate lease with Pren▇▇▇▇ ▇▇▇perty Services, AMO. In the event that Purchaser suffers Losses as a result of the failure of such consent to be obtained, Seller and governmental bodies Shareholders agree to jointly and agencies being apportioned in a manner that is in accordance severally indemnify Purchaser with the purpose and intention respect to 50% of this Agreementsuch Losses.