Nonassignable Contracts and Leases. If any Permits, Assumed Contracts or Leases are not by their respective terms assignable, Sellers agree to use their reasonable commercial efforts promptly to obtain, or cause to be obtained, any written consents necessary to convey to Purchaser the benefit thereof. Purchaser shall cooperate with Sellers, in such manner as may be reasonably requested, in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all Persons with the authority to grant or withhold consent. To the extent that any such consents cannot be obtained, Sellers and Purchaser will use their reasonable commercial efforts to take such actions as may be possible without violation or breach of any such nonassignable Permits, Assumed Contracts or Leases to effectively (i) grant Purchaser the economic benefits of, and (ii) impose upon Purchaser the economic burdens of, such Permits, Assumed Contracts and Leases.
Nonassignable Contracts and Leases. In the case of any Assigned Contracts which are not by their terms assignable or with respect to which a consent to assignment is not obtained by the Closing Date, Sellers and the Shareholders agree to use their best efforts to obtain, or cause to be obtained, prior to the Closing Date, any written consents necessary to convey to Purchaser the benefit thereof. Purchaser shall cooperate with Sellers and the Shareholders, in such manner as may be reasonably requested, in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all Persons with the authority to grant or withhold consent. If Sellers and the Shareholders are unable to obtain such necessary written consents for the remaining term of such Assigned Contract, Purchaser shall act as such Sellers' and the Shareholders' agent in the performance of all obligations and liabilities under such Assigned Contract and such Sellers and the Shareholders shall act as Purchaser's agents in the receipt of any benefits, rights or interests which inure to such Sellers or the Shareholders under such Assigned Contract.
Nonassignable Contracts and Leases. In the case of any Assigned Contracts (including any contracts listed or required to be listed in Schedule 4.17) or any contracts to which a Subject Company is a party on the Closing which are not by their terms assignable or which require the consent of a third party in connection with the sale of the Stock, Seller agrees to use commercially reasonable efforts (but at no material cost or expense to itself or any Affiliate) to obtain, or cause to be obtained in writing, prior to the Closing Date, any consents necessary to convey the benefit thereof. Purchasers shall cooperate with Seller, in such manner as may be reasonably requested (but at no material cost or expense to any Purchaser) in connection therewith, including, without limitation, active participation in visits to and meetings, discussions and negotiations with all Persons with the authority to grant or withhold consent. Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the assignment of any Assigned Contract or any contracts to which a Subject Company is a party as of the Closing (i) which is by law nonassignable or otherwise nontransferable without the consent of the other party or parties thereto, unless such consent shall have been given, or (ii) as to which all the remedies for the enforcement thereof enjoyed by Seller or any of its Affiliates would not, as a matter of law, pass as an incident of the assignments or other transfers provided by this Agreement. In those cases where consents have not been obtained to the sale, conveyance, assignment or delivery to Purchasers of any Assigned Contract or contract requiring consent in connection with the sale of the Stock to which a Subject Company is a party as of the Closing (collectively, "Non-Conveyed Contracts"), Seller shall, promptly following FW's written request, take all commercially reasonable steps and actions to provide Purchasers with the benefit of such Non-Conveyed Contracts (including, but not limited to, (i) enforcing, at the request and expense of Purchasers, any rights of Seller arising with respect thereto (including, without limitation, the right to terminate in accordance with the terms thereof upon the advice of Purchasers) or (ii) permitting Purchasers to enforce any rights arising with respect thereto) as if such Non-Conveyed Contracts had been sold, conveyed, assigned and delivered to Purchasers; provided, however, that Purchasers shall use commercially reasonable efforts (but ...
Nonassignable Contracts and Leases. In the case of any Assigned Contracts which are not by their terms assignable, Seller agrees to use its best efforts to obtain, or cause to be obtained, prior to the Closing Date, any written consents necessary to convey to Purchaser the benefit thereof. Purchaser shall cooperate with Seller, in such manner as may be reasonably requested, in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all Persons with the authority to grant or withhold consent. If Seller is unable to obtain such necessary written consents for the remaining term of such Assigned Contract, Purchaser shall act as such Seller's agent in the performance of all obligations and liabilities under such Assigned Contract and such Seller shall act as Purchaser's agent in the receipt of any benefits, rights or interests which inure to such Seller under such Assigned Contract.
Nonassignable Contracts and Leases. In the case of any Assigned Contracts which are not by their terms assignable or with respect to which a consent to assignment has not obtained on or before the Closing Date, Seller agrees to use its best efforts to obtain, or cause to be obtained, after the Closing Date, any written consents necessary to convey to Purchaser the benefit thereof. Purchaser shall cooperate with Seller, in such manner as may be reasonably requested, in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all Persons with the authority to grant or withhold consent with respect to any Assigned Contract. If Seller is unable to obtain such necessary written consents for the remaining term of any such Assigned Contract, Purchaser shall act as Seller's agent in the performance of all obligations and liabilities under such Assigned Contract and Seller shall act as Purchaser's agent in the receipt of any benefits, rights or interests which inure to Seller under such Assigned Contract. Purchaser shall indemnify and hold harmless Seller and its officers, directors, employees and Affiliates from and against any loss, damage, costs or expenses (including reasonable costs of defense and attorney's fees) arising out of such Assigned Contract as a result of acts or omissions occurring on or after the Closing Date, or any failure by Purchaser to fulfill its obligations under this Section 2.4.
Nonassignable Contracts and Leases. In the case of any contracts, commitments or, other agreements relating to the Business to which Seller is a party which by their terms or by virtue of their subject matter are not assignable to Buyer and which are not designated as Excluded Assets (collectively, the "Non-Assigned Contracts"), Seller agrees to use commercially reasonable efforts to obtain, as soon as is reasonably practicable following the date hereof, any written consents necessary to convey to Buyer the benefit thereof, it being understood that such commercially reasonable efforts shall not include any requirement to commence litigation or offer or grant any financial accommodations to any third party or to remain secondarily liable with respect to any such Non-Assigned Contract. With respect to Non-Assigned Contracts for which any required consents have not been obtained by the Closing Date, Seller agrees to use commercially reasonable efforts to cooperate with Buyer so that Buyer can obtain the benefits of such Non-Assigned Contracts, it being understood that such efforts shall not include any requirement to commence litigation or offer or grant any financial accommodations or to remain secondarily liable with respect to any Non-Assigned Contract. Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the assignment of any Non-Assigned Contract included in the Transferred Assets which is not assignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided by this Agreement.
Nonassignable Contracts and Leases. If any Permits, Assigned Contracts or Leases are not by their respective terms assignable, Seller agrees to use its reasonable best efforts promptly to obtain, or cause to be obtained, prior to the Closing Date, any written consents necessary to convey to Buyer the benefit thereof. Buyer shall cooperate with Seller, in such manner as may be reasonably requested, in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all Persons with the authority to grant or withhold consent. To the extent that any such consents cannot be obtained, Seller and Buyer will use their reasonable best efforts to take such actions as may be possible without violation or breach of any such nonassignable Permits, Assigned Contracts or Leases to effectively (i) grant Buyer the economic benefits of, and (ii) impose upon Buyer the economic burdens of, such Permits, Assigned Contracts and Leases. Specifically, Seller and Buyer acknowledge that Seller’s Motorola dealership agreement is not assignable, and Seller agrees to cooperate with Buyer to obtain, effective on the Closing Date, a cancellation of Seller’s Motorola dealership agreement and the execution by Motorola of a substantially identical dealership agreement directly with Buyer.
Nonassignable Contracts and Leases. In the case of any Assigned ----------------------------------- Contracts which are not by their terms assignable, Lydall agrees to use its reasonable efforts to obtain, or cause to be obtained, prior to the Closing Date, any written consents necessary to convey to Xxxxxxx Fleet the benefit of those Contracts. Xxxxxxx Fleet shall cooperate with Lydall in such manner as may be reasonably requested. Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the assignment of any Assigned Contract included in the Assets (i) which is by law nonassignable without the consent of the other party or parties, unless such consent shall have been given, or (ii) as to which all the remedies for the enforcement of the Contract enjoyed by Lydall would not, as a matter of law, pass to Xxxxxxx Fleet as an incident of the assignments provided by this Agreement; provided, however, that in such case Lydall shall use its reasonable efforts to make the use and benefit of such Asset or a comparable asset available to Xxxxxxx Fleet to the same extent, as nearly as may be possible, as if such impediment to assignment did not exist. On and after the Closing Date, Xxxxxxx Fleet shall, at the request of the Lydall, use its reasonable efforts to enter into agreements to remove Lydall from all obligations and liabilities (whether primary or secondary) under all Assigned Contracts, it being understood that such reasonable efforts shall not include any requirement to offer or grant financial accommodations, including without limitation, any given by any affiliate of Xxxxxxx Fleet.
Nonassignable Contracts and Leases. In the case of any material Assigned Contracts which are not by their terms assignable or with respect to which a consent to assignment is not obtained by the Closing Date, DCS agrees to use reasonable efforts to obtain, or cause to be obtained, prior to the Closing Date, any written consents necessary to convey to Castle West the benefit thereof. Castle West shall cooperate with DCS, in such manner as may be reasonably requested, in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all Persons with the authority to grant or withhold consent. If DCS is unable to obtain such necessary written consents for the remaining term of such Assigned Contract, Castle West shall act as DCS's agent in the performance of, and shall be responsible for, all obligations and liabilities under such Assigned Contract and DCS shall act as Castle West's agent in the receipt of any benefits, rights or interests which inure to DCS under such Assigned Contract.
Nonassignable Contracts and Leases. In the case of any Governmental Approvals or any Contracts relating to the Business to which WAD or any of its Affiliates is a party which by their terms or by virtue of their subject matter are not assignable to Products without consent (but are assignable with consent) and which are not designated as Excluded Assets (collectively, the "Non-Assigned Contracts"), WAD agrees to use its reasonable best efforts to obtain, as soon as is reasonably practicable prior to the Closing Date, any written consents necessary to convey to Products the benefit thereof; provided, however, that reasonable best efforts shall not require the payment of any consideration therefor to the party from whom the consent or waiver is requested unless such payment is contemplated by such Non-Assigned Contract. In the event that any such consent is not obtained by the Closing Date, WAD agrees to use its reasonable best efforts to continue to obtain such written consent and to cooperate with Products so that Products can obtain the benefits of such Non-Assigned Contract until such consent is obtained; provided, however, that reasonable best efforts shall not require the payment of any consideration therefor to the party from whom the consent or waiver is requested unless such payment is contemplated by such Non-Assigned Contract. Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the assignment of any Non-Assigned Contract unless such consent shall thereafter be given.
