Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement.
Nonassignable Contracts and Permits. To the extent that any contract or permit (including any consent, approval or authorization of any governmental authority) for which assignment to the Buyer is provided for in this Agreement is not assignable without the consent of another Person, including an applicable governmental authority, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. The Seller Entities and the Buyer shall continue to use their commercially reasonable efforts to obtain the consent of such other Person to the assignment of any such contract or permit to the Buyer in all cases in which such consent is or may be required for such assignment. If such consent shall not be obtained, the Seller Entities and the Buyer shall cooperate with each other in any reasonable arrangement designed to provide the Buyer with the benefits under any such contract or permit to the extent lawful and the Buyer shall be obligated to perform the obligation with respect thereto, any other provision of this Agreement to the contrary notwithstanding.
Nonassignable Contracts and Permits. To the extent that any Assumed Contract or Permit for which assignment to the Buyer is provided for in this Agreement is not assignable without the consent of another party or the appropriate Governmental Authority, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. The Sellers, at Buyer’s expense, shall continue to use their respective commercially reasonable efforts (including, without limitation, prosecution of appropriate motions pursuant to Section 365 of the Bankruptcy Code) to obtain the consent of such other party or Governmental Authority to the assignment of any such Assumed Contract or Permit to the Buyer in all cases in which such consent is or may be required for such assignment. If such consent shall not be obtained, the Sellers shall cooperate with the Buyer in any reasonable arrangement designed to provide for the Buyer the benefits under any such Assumed Contract or Permit. If and to the extent that such arrangement cannot be made with respect to any such Assumed Contract or Permit, the Buyer shall not have any obligation with respect thereto, any other provision of this Agreement to the contrary notwithstanding.
Nonassignable Contracts and Permits. (a) Nothing in this Agreement shall be construed as an attempt to assign to the Buyer any Contract, Environmental Permit or Permit which is by Law or its terms nonassignable or the assignment of which would constitute a violation of Law or Contract.
(b) If, as of the Closing, an attempted assignment of any Contract related to the Business Unit would be ineffective or would affect either the Seller’s rights thereunder so that the Buyer would not in fact receive all such rights, the Seller shall cooperate with the Buyer in a mutually acceptable arrangement, at the Seller’s cost, to provide for the Buyer the benefit (including the economic benefit) of such Contract (other than legal title). If and so long after the Closing as such assignment shall not have been made, the Seller shall (i) to the extent that such action shall not result in violation of such Contract, transfer to the Buyer all assets and rights, including all monies, received in respect of such Contract, to the extent the same would otherwise have been U.S. Assets, and hold such Contract in trust for the Buyer, and (ii) to the extent that the provisions of clause (i) above are not sufficient to transfer all of the benefits (including the economic benefit) of such Contract (other than legal title), or any such Contract has been cancelled as a result of the attempted assignment, take such actions (which, without limitation, may include entering into subcontracting arrangements with the Buyer) as are commercially reasonable to provide all of the benefits (or the equivalent thereof, including the economic benefit) of such Contract (other than legal title), to the extent the same would otherwise have been U.S. Assets to the Buyer. With respect to any transfer, subcontract or assignment of the Contracts made to the Buyer by the Seller hereunder, the Buyer hereby agrees to assume, perform, discharge when due, and indemnify the Seller from and against all obligations and liabilities of the Seller with respect to the applicable underlying Contract. Nothing in this Section 9.1 shall be deemed to limit the Buyer’s assumption of the Assumed Liabilities with respect to any Contract.
(c) The Buyer shall obtain, at its own expense, on or prior to the Closing (or as soon thereafter as practicable), all non-assignable material Permits and all non-assignable material Environmental Permits required by any Governmental Authority with respect to the U.S. Assets, Q-Tech or the Business Unit, in each case, without any...
Nonassignable Contracts and Permits. (a) Nonassignability. To the extent that any Contract to be assigned ---------------- pursuant to the terms of Section 1.1(h) or any license, permit, authorization or approval to be assigned pursuant to the terms of Section 1.1(k) is not capable of being assigned without the consent, approval or waiver of a third person or entity (including a Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any law (each, a "Nonassignable Contract"), nothing in this Agreement shall constitute an assignment or require the assignment thereof prior to the time at which all consents, approvals and waivers necessary for such assignment shall have been obtained.
Nonassignable Contracts and Permits. (a) Nonassignability. Without limiting or otherwise affecting the rights of Purchaser pursuant to Article X to obtain indemnification in the event that Seller fails to perform its obligations under this Section 1.3, to the extent that any Contract or Permit to be assigned pursuant hereto is not capable of being assigned without the consent, approval or waiver of a third person or entity (including without limitation any agency, court or instrumentality of any foreign, federal, state or local governmental authority (each, a "Governmental Authority")), nothing in this Agreement will constitute an assignment or require the assignment thereof except to the extent provided in this Section 1.3, nothing in this Agreement will afford Purchaser the right to terminate this Agreement or the right to refuse to perform its obligations at Closing by virtue of the inability to obtain any such consent, approval or waiver (provided that Seller performs its obligations under this Section 1.3) and nothing in this Agreement will subject Seller or Parent to any liability by virtue of the failure to obtain any such consent, approval or waiver (provided that Seller performs its obligations under this Section 1.3).
Nonassignable Contracts and Permits. Certain Contracts and/or Permits set forth in Schedules 1.01(g) and 1.01(h) may be nonassignable under their terms except with the consent of a party other than Seller (collectively, the "Nonassignable Contracts" or collectively, the "Nonassignable Permits") (which Nonassignable Contracts and/or Nonassignable Permits are identified on the relevant schedule with an asterisk). Seller agrees to use its best efforts to facilitate such assignments and assumptions and to obtain such consents at Seller's expense (but such obligation shall not include an obligation by the Seller to pay money to or offer other consideration to the party whose consent is needed) as are necessary or appropriate to afford Buyer the full benefit of such Nonassignable Contracts or Nonassignable Permits. In the event that any such consent is not received by Seller on or before the Closing Date, Seller shall disclose to Buyer in writing which consents have not been obtained and Seller shall enter into such arrangements with Buyer as shall afford, to the extent permissible under such Nonassignable Contracts or Nonassignable Permits, to Buyer, the benefits of said Nonassignable Contracts or Nonassignable Permits, conditioned upon the assumption by Buyer of any and all subsequent obligations thereunder, upon terms substantially similar to those existing on the date next preceding the Closing Date.
Nonassignable Contracts and Permits. To the extent that the assignment hereunder by the Company to the Buyer of any contract or agreement is not permitted or is not permitted without the consent of any other party to the contract or agreement, this Agreement shall not be deemed to constitute an assignment of any such contract or agreement if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such contract or agreement, and the Buyer shall not assume any obligations or liabilities thereunder. In such event, the Company shall continue to be obligated to, and shall use its reasonable efforts to, obtain such consents and shall cooperate with the Buyer in any arrangement designed to provide the Buyer with the rights and benefits (subject to the obligations) under any such contracts, agreements or permits.
Nonassignable Contracts and Permits. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party or Governmental Authority would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party or Governmental Authority shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the
Nonassignable Contracts and Permits. In the case of any Haynesville Assets constituting Contracts or Permits that are not by their terms assignable or that require the consent of a Third Party in connection with the transfer by HS (including Haynesville Rights-of-Way and Surface Rights Agreements), the Parent Parties will use their reasonable commercial efforts to obtain or cause to be obtained in writing prior to the Closing Date any consents necessary to convey the benefits thereof (except for consents customarily obtained after closing in comparable transactions and as agreed by the Parties), and if such consents are not obtained, the applicable Contracts or Permits will be deemed not to have been transferred as of the Closing Date. If the consent of any Third Party is not obtained prior to the Closing Date and the Closing occurs notwithstanding the failure to obtain such consent, the applicable Contract or Permit shall not be assigned to Newco, the Parent Parties will continue to hold such Contract or Permit in trust for the benefit of JVP, and the Parent Parties will continue to use its commercially reasonable efforts to obtain all of such consents promptly. Parent Parties shall be responsible for the costs incurred in connection with its efforts to obtain the necessary consents. JVP will assist the Parent Parties in such manner as may be reasonably requested in connection with the foregoing, including by participating in discussions and negotiations with all persons or entities with the authority to grant or withhold such consent, provided, however, that, such assistance will not be deemed to require any expenditure of money on the part of JVP, whether before or after the Closing Date. During such period in which the applicable Contract or Permit is not capable of being assigned to Newco due to the failure to obtain any required consent, the Parent Parties will make or cause to be made such arrangements as shall be acceptable to JVP and sufficient to enable Newco to receive all the economic benefits and other appropriate rights and benefits under such Contract or Permit accruing on and after the Closing Date.
