Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. Nothing in this Agreement shall be construed as an attempt or agreement to assign (i) any contract, agreement, license, lease, sales order, purchase order or other commitment that shall be nonassignable without the consent of the other party or parties thereto unless such consent shall have been given, (ii) any contract or claim as to which all the remedies for the enforcement thereof enjoyed by the Sellers would not pass to the Buyer as an incident of the assignments provided for by this Agreement, unless such consent of such other party or parties shall be obtained or (ii) any Asset subject to a Lien. In order, however, that the full value of every contract and claim of the character and Asset described in clauses (i), (ii) and (iii) above and all claims and demands on such contracts may be realized, Sellers will use commercially reasonable efforts to obtain (a) approval for the assignments, (b) the execution of novation agreements, (c) TI's subcontracting of all of its rights and obligations under any such contract, agreement or other commitment to the Buyer or one of its Affiliates, as the case may be, or (d) removal of any such Lien on any of the Assets. In the event that Sellers shall be unable to obtain the consents or releases referred to herein. Buyer and Sellers expressly agree that Sellers shall extend to Buyer all of the benefits of their rights under all such contracts provided that Buyer agrees to indemnify Sellers for all of Sellers' contractual obligations under such contracts to the extent provided in Article II of this Agreement.

Nonassignable Contracts. Nothing in this Agreement The Company shall be construed as an attempt or agreement use reasonable efforts to obtain all consents and approvals necessary to assign (i) to Buyer any contract, agreement, license, lease, sales order, purchase order Contract that is included in the Purchased Assets. To the extent that the assignment by the Company to Buyer of any Contract is not permitted or other commitment that shall be nonassignable is not permitted without the consent of the any other party or parties thereto unless to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract 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, and Buyer shall have been givenassume no Liabilities thereunder. If any such consent is not obtained or if such assignment is not permitted irrespective of consent, the Company shall use commercially reasonable efforts, at the Company’s expense, to (i) provide to Buyer, at the request of Buyer, the benefits of any such Contract transferred herein, (ii) cooperate in any contract or claim as lawful arrangement prescribed by Buyer to which all the remedies for the enforcement thereof enjoyed by the Sellers would not pass provide such benefits to the Buyer as an incident of the assignments provided for by this Agreement, unless such consent of such other party or parties shall be obtained or (ii) any Asset subject to a Lien. In order, however, that the full value of every contract and claim of the character and Asset described in clauses (i), (ii) and (iii) above and all claims and demands on such contracts may be realizedenforce, Sellers will use commercially reasonable efforts to obtain (a) approval for the assignments, (b) the execution of novation agreements, (c) TI's subcontracting of all of its rights and obligations under any such contract, agreement or other commitment to the Buyer or one of its Affiliates, as the case may be, or (d) removal of any such Lien on any of the Assets. In the event that Sellers shall be unable to obtain the consents or releases referred to herein. Buyer and Sellers expressly agree that Sellers shall extend to Buyer all of the benefits of their rights under all such contracts provided that Buyer agrees to indemnify Sellers for all of Sellers' contractual obligations under such contracts to the extent provided enforceable by the Company, at the request of and for the account of Buyer, any rights of the Company arising from any Purchased Asset referred to herein against any third person (including a Governmental Authority) including the right to elect to terminate a Contract in Article II accordance with the terms thereof upon the advice of this AgreementBuyer.

Nonassignable Contracts. Nothing in Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by Seller to Buyer of any Assigned Contract is not permitted or is not permitted without any Third-Party Approval, this Agreement shall not be construed as deemed to constitute an attempt assignment of any such Assigned Contract if such Third-Party Approval is not given or agreement if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assigned Contract, and Buyer shall assume no obligations or Liabilities under any such Assigned Contract. Seller shall advise Buyer in writing at least two (2) Business Days prior to assign the Closing with respect to any Assigned Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Seller’s obligation to obtain all required Third-Party Approvals, if any such Third-Party Approval is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement designed to provide Buyer with the rights and benefits (isubject to the obligations) under any contractsuch Assigned Contract, agreement, license, lease, sales order, purchase order or other commitment that shall be nonassignable without including enforcement for the consent benefit of the Buyer of any and all rights of Seller against any other party arising out of any breach or parties thereto unless cancellation of any such consent shall have been given, (ii) any contract or claim as to which all the remedies for the enforcement thereof enjoyed Assigned Contract by the Sellers would not pass to the Buyer as an incident of the assignments provided for by this Agreement, unless such consent of such other party or parties shall be obtained or (ii) any Asset subject to a Lien. In orderand, howeverif requested by Xxxxx, that the full value acting as an agent on behalf of every contract and claim of the character and Asset described in clauses (i), (ii) and (iii) above and all claims and demands on such contracts may be realized, Sellers will use commercially reasonable efforts to obtain (a) approval for the assignments, (b) the execution of novation agreements, (c) TI's subcontracting of all of its rights and obligations under any such contract, agreement or other commitment to the Buyer or one of its Affiliates, as the case may be, or (d) removal of any such Lien on any of the Assets. In the event that Sellers Buyer shall be unable to obtain the consents or releases referred to herein. Buyer and Sellers expressly agree that Sellers shall extend to Buyer all of the benefits of their rights under all such contracts provided that Buyer agrees to indemnify Sellers for all of Sellers' contractual obligations under such contracts to the extent provided in Article II of this Agreementotherwise reasonably require.

Nonassignable Contracts. Nothing in this Agreement The Company shall be construed as an attempt or agreement use reasonable efforts to obtain all consents, estoppels and approvals necessary to assign (i) to Buyer any contractContract that is included in the Purchased Assets, agreement, license, lease, sales order, purchase order each as set forth on Schedule 2.9. To the extent that the assignment by the Company to Buyer of any Contract is not permitted or other commitment that shall be nonassignable is not permitted without the consent of the any other party or parties thereto unless to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract 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, and Buyer shall have been givenassume no Liabilities thereunder. If any such consent is not obtained or if such assignment is not permitted irrespective of consent, the Company shall use its reasonable best efforts, at the Company’s expense, to (iii) provide to Buyer, at the request of Buyer, the benefits of any contract or claim as to which all such Contract transferred herein (provided that Buyer shall pay the remedies for the enforcement thereof enjoyed by the Sellers would not pass to the Buyer as an incident expenses required of the assignments provided for by this Agreement, unless Company under such consent of Contract with respect to such other party or parties shall be obtained or (ii) any Asset subject to a Lien. In order, however, that the full value of every contract and claim of the character and Asset described in clauses (ibenefits), (ii) cooperate in any lawful arrangement prescribed by Buyer to provide such benefits to Buyer and (iii) above and all claims and demands on such contracts may be realizedenforce, Sellers will use commercially reasonable efforts to obtain (a) approval for the assignments, (b) the execution of novation agreements, (c) TI's subcontracting of all of its rights and obligations under any such contract, agreement or other commitment to the Buyer or one of its Affiliates, as the case may be, or (d) removal of any such Lien on any of the Assets. In the event that Sellers shall be unable to obtain the consents or releases referred to herein. Buyer and Sellers expressly agree that Sellers shall extend to Buyer all of the benefits of their rights under all such contracts provided that Buyer agrees to indemnify Sellers for all of Sellers' contractual obligations under such contracts to the extent provided enforceable by the Company, at the request of and for the account of Buyer, any rights of the Company arising from any Purchased Asset referred to herein against any third Person (including a Governmental Authority) including the right to elect to terminate a Contract in Article II accordance with the terms thereof upon the advice of this AgreementBuyer.

Nonassignable Contracts. Nothing in this Agreement shall be construed as an attempt or agreement To the extent that the assignment to assign (i) Buyer of any contract, agreementcommitment, license, lease, sales order, purchase order lease or other commitment that shall be nonassignable agreement of the Alarm Subsidiaries included in the Acquired Assets (the "Contracts") is deemed necessary by Buyer and is not permitted without the consent of the any other party or parties thereto unless to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract 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. The Alarm Subsidiaries shall have been givenadvise Buyer promptly in writing with respect to any and all Contracts which will not receive required consent prior to the Closing. If any such consent is not obtained and such transactions are consummated, the Companies shall cooperate with Buyer to provide Buyer with the rights and benefits (subject to the obligations) under such Contracts, including, if requested by Buyer and at the Buyer's expense, (i) by enforcing for the benefit of Buyer any and all rights of the Alarm Subsidiaries against any other person arising out of any breach or cancellation of any such Contract by such other person, (ii) any contract or claim as to which all the remedies for the enforcement thereof enjoyed by the Sellers would not pass to the Buyer acting as an incident agent on behalf of the assignments provided for by this AgreementBuyer, unless such consent of such other party or parties shall be obtained or (ii) any Asset subject to a Lien. In order, however, that the full value of every contract and claim of the character and Asset described in clauses (i), (ii) and (iii) above and all claims and demands on such contracts may be realized, Sellers will use commercially reasonable efforts subcontracting to obtain (a) approval for Buyer the assignments, (b) the execution of novation agreements, (c) TI's subcontracting of all of its rights and obligations right to perform under any such contract, agreement or other commitment Contract on the same economic terms as applied to the Buyer or one of its Affiliates, as the case may be, or (d) removal of any such Lien on any of the Assets. In the event that Sellers shall be unable to obtain the consents or releases referred to herein. Buyer and Sellers expressly agree that Sellers shall extend to Buyer all of the benefits of their rights under all such contracts provided that Buyer agrees to indemnify Sellers for all of Sellers' contractual obligations under such contracts Alarm Subsidiaries prior to the extent provided in Article II of this AgreementClosing and (iv) acting as Buyer shall otherwise reasonably require.