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. (a) Nothing in this Agreement shall be construed as an attempt to assign to Buyer any contract, commitment, or other agreement or permit, license or authorization which is by law or its terms nonassignable or the assignment of which would constitute a violation of statute, rule, regulation, contract, commitment or other agreement.
Nonassignable Contracts and Permits. In the case of any Eagle Ford 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 Eagle Ford Rights-of-Way and Eagle Ford Surface Rights Agreements), with respect to the Contribution, the Parent Parties will use their reasonable commercial efforts to obtain or cause to be obtained in writing prior to the Contribution 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 Contribution Date. If the consent of any Third Party is not obtained prior to the Contribution 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 Newco, 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. The KM Parties 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 the KM Parties, 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 KEG 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 Effective Time.
Nonassignable Contracts and Permits. To the extent that any Contract or Permit for which assignment to Buyer is provided for in this Agreement is not assignable without the consent or waiver of another party or the appropriate Governmental or Licensing Authority or is not assignable under applicable Law, and such consent or waiver is not received prior to Closing, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Seller shall use its commercially reasonable efforts to obtain the consent of such other party or Governmental or Licensing Authority to the assignment of any such Contract or Permit to Buyer in all cases in which such consent is or may be required for such assignment. If such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits under any such Contract or Permit. If and to the extent that such arrangement cannot be made with respect to any such Contract, Buyer shall not have any obligation with respect thereto, any other provision of this Agreement to the contrary notwithstanding. The Parties agree and acknowledge that nothing set forth in this Section 6(f) shall in any way limit Buyer’s rights as set forth elsewhere herein to be indemnified for breaches of representations and warranties by virtue of the inability of Seller to assign such Contract and/or Permit.
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. If any of the Purchased Contracts, Permits or Books and Records shall require the consent of any party thereto other than Seller, LOL or any of their Affiliates, this Agreement shall not constitute an agreement to assign the same, and such Purchased Contract, Permit or Book or Record shall not be assigned to or assumed by Buyer if an actual or attempted assignment thereof would constitute a breach or default thereunder or a violation of Law. Each of Seller and LOL shall use its commercially reasonable efforts to obtain such consents, to the extent required, of such other parties to the Purchased Contracts, Permits or Books or Records. If any such consent cannot be obtained, Seller, LOL and Buyer shall cooperate in any reasonable arrangement designed to obtain for Buyer all benefits and privileges of the applicable Purchased Contract, Permits or Book or Record while protecting Seller, LOL and their Affiliates, as applicable, from continuing liabilities or obligations thereunder.
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. 1.3.1. Nonassignability. Without limiting or otherwise affecting the rights of Purchaser pursuant to Articles VII or X, to the extent that any Contract or Permit to be assigned pursuant to the terms of Sections 1.1.2, 1.1.6, 1.1.7(b), or 1.1.8 is not capable of being assigned (each a "Nonassignable Contract or Permit"), without the consent, approval, or waiver of any Person (including without limitation a Governmental Entity), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any applicable foreign or United States federal, state, or local law, statute, ordinance, regulation, order, writ, injunction, or decree ("Law"), nothing in this Agreement will 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. Notwithstanding any other provision of this Agreement or the Ancillary Agreements, this Agreement shall not constitute an agreement to contribute or transfer to U.S. Robotics any agreement or any right thereunder, including with respect to any Intellectual Property, if an attempted contribution or transfer, without the consent of a third party, would constitute a breach or in any way adversely affect the rights of U.S. Robotics or 3Com thereunder. U.S. Robotics shall pay all costs, if any, payable by 3Com to any third parties and reasonably acceptable to U.S. Robotics in connection with the transfer of contract rights, licenses or sublicenses in connection with obtaining as such consent. Prior to the Cutover Date, 3Com shall use its reasonable best efforts to obtain such consents of third parties. If such consents are not obtained prior to the Cutover Date, 3Com and U.S. Robotics will cooperate in a mutually agreeable arrangement under which U.S. Robotics would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, and U.S. Robotics shall pay all costs and expenses incurred by U.S. Robotics or 3Com in connection with such arrangement. In the event any 3Com Required Consents with respect to the transfer of any agreement or rights are obtained after the Closing Date, then such agreements shall be Assumed Contracts and such agreements and rights shall be 3Com Contributed Assets.
