Common use of Nonassignable Items Clause in Contracts

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, an Agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including Contracts, Permits and Lease Agreements, if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Allied, any Seller or Buyer with respect thereto ("Nonassignable Items"). Each Seller shall use his or its best efforts, and Buyer shall cooperate in all reasonable respects with Sellers, to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller and its appropriate Affiliate, and Buyer, shall, at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer may reasonably request to provide Buyer the benefit of any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Sellers and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by Sellers and such Affiliates under any such Nonassignable Item) in exchange for the performance by Buyer of Sellers' obligations in respect of such Nonassignable Items under Section 2.1(c) and (ii) use their reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Item.

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, constitute an Agreement agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including Contracts, Permits and Lease Agreements, Assets if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority any Person, would constitute a breach of, or in any way affect affect, the rights of Allied, any Seller or Buyer with respect thereto to such Acquired Assets ("“Nonassignable Items"”). Each Seller shall use his or its best effortscommercially reasonable efforts to obtain, and Buyer shall use its commercially reasonable efforts to cooperate in all reasonable respects with Sellersseeking, to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller and its appropriate Affiliate, and Buyer, shall, at Items as quickly as practicable on and after the Effective Date, and without any change to the material terms of such items, and Seller shall continue such efforts as may be required for a period of six months after the Closing (i) enter into such arrangements (including related written agreements) as Date, to facilitate the full and expeditious transfer to Buyer may reasonably request of legal title to provide Buyer the benefit Acquired Assets. Prior to the obtaining of any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Sellers Consent, Seller and such Affiliates promptly Buyer shall cooperate with each other in any reasonable and lawful arrangements designed to pay provide to Buyer when received all monies the benefits of use of any Nonassignable Item for its term, and other items to the extent that Buyer receives such benefits, it will assume the Liabilities of value received by Sellers Seller thereunder to the extent that Buyer would have been responsible therefor if such Consent had been obtained. Once Consent is obtained, Seller shall promptly assign such Nonassignable Item to Buyer, and Buyer shall assume the Liabilities thereunder; provided that nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed to constitute an agreement to exclude from the Acquired Assets the benefits, nor from the Assumed Liabilities the Liabilities associated with such Affiliates benefits, under any such Nonassignable Item) in exchange for the performance by Buyer of Sellers' obligations in respect of such Nonassignable Items under Section 2.1(c) and (ii) use their reasonable best efforts Assigned Contract as to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Itemwhich Consent may be necessary.

Nonassignable Items. Anything in this Agreement agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, constitute an Agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including Contracts, Permits and Lease AgreementsAgreements (other than leases of office equipment involving future payments of less than Twenty-Five Thousand Dollars ($25,000) in the aggregate and other agreements which have less than one year remaining in their terms and involve future payments of less than Twenty-Five Thousand Dollars ($25,000)), if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Allied, any Seller or Buyer with respect thereto to such Acquired Asset ("Nonassignable Items"). Each Seller shall use his or its best efforts, commercially reasonable efforts and Buyer shall cooperate in all reasonable respects with Sellers, Seller to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller and its appropriate Affiliate, and Buyer, shall, Affiliates shall at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer may reasonably request in order to fairly compensate Buyer for the loss of, or to provide to Buyer the benefit of of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Sellers Seller and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by Sellers Seller and such Affiliates under any such Nonassignable Item) in exchange for the performance by Buyer of Sellers' obligations in respect of such Nonassignable Items under Section 2.1(c) and (ii) use their reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Item).

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, constitute an Agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including permits, System Contracts, Permits Channels and Lease AgreementsLicenses, if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority any Person would constitute a breach of, or in any way affect the rights of Allied, any Seller Chadmoore or Buyer Nextel or Acquisition Sub with respect thereto to such Asset ("Nonassignable ItemsNONASSIGNABLE ITEMS"). Each Seller Chadmoore shall use his or its best efforts, commercially reasonable efforts and Buyer Nextel and Acquisition Sub shall cooperate in all reasonable respects with Sellers, seeking to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer Nextel or Acquisition Sub all Nonassignable ItemsItems without any change to the terms of such items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller Chadmoore and its appropriate Affiliate, and Buyer, shall, affiliates shall at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer Nextel may reasonably request in order to fairly compensate Nextel for the net loss of, or to provide Buyer to Nextel the benefit of of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Sellers Chadmoore and such Affiliates affiliates promptly to pay to Buyer Nextel when received all monies and other items of value received by Sellers Chadmoore and such Affiliates affiliates under any such Nonassignable Item) in exchange for ; PROVIDED, HOWEVER, that Chadmoore shall have no obligation to provide Nextel the performance by Buyer benefit of Sellers' obligations in respect of such any Nonassignable Items under Section 2.1(c) and (ii) use their Item until Nextel has used its commercially reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Itemresolve such impracticality).

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, constitute an Agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including Contracts, Permits and Lease Agreements, if (i) an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Allied, any Seller or Buyer with respect thereto to such Acquired Asset and ("ii) such consent has not been obtained (“Nonassignable Items"”). Each Seller shall use his or its best efforts, and Buyer shall each use all reasonable efforts and cooperate in all reasonable respects with Sellers, each other to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items, in accordance with Sections 1.3(a) and 1.3(c). If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller shall cooperate with Buyer in any reasonable arrangement designed by Buyer to provide for Buyer the benefits thereunder, including but not limited to having Buyer act as agent for Seller thereunder, or having Seller enforce at Buyer’s expense any and all rights of Seller against the other party thereto, or requiring Seller and its appropriate Affiliate, and Buyer, shall, at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer may reasonably request to provide Buyer the benefit of any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Sellers and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by Sellers Seller and such Affiliates under any such Nonassignable Item) in exchange for the performance by Buyer of Sellers' obligations in respect of such Nonassignable Items under Section 2.1(c) and (ii) use their reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Item.

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, constitute an Agreement agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including Contracts, Permits and Lease Agreements, if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority Authority, would constitute a breach of, or in any way affect the rights of Allied, any Seller the Sellers or Buyer the Purchaser with respect thereto to, such Asset ("Nonassignable Items"). Each Seller The Sellers shall use his or its their best efforts, efforts and Buyer the Purchaser shall cooperate in all reasonable respects with Sellers, the Sellers to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer Purchaser all Nonassignable ItemsItems listed on Section 1.8 of the Disclosure Statement. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller and its appropriate Affiliate, and Buyer, shall, the Sellers shall at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer the Purchaser may reasonably request in order to fairly compensate Purchaser for the loss of, or to provide Buyer to Purchaser the benefit of of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on the Sellers and such Affiliates promptly to pay to Buyer the Purchaser when received all monies and other items of value received by the Sellers and such Affiliates under any such Nonassignable Item) in exchange for the performance by Buyer of Sellers' obligations in respect of such Nonassignable Items under Section 2.1(c) and (ii) use their reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Item).

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, constitute an Agreement agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including Contracts, Permits and Lease AgreementsPermits, if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Allied, any Seller or Buyer with respect thereto to such Acquired Asset ("Nonassignable Items"). Each Seller shall use his or its reasonable best efforts, efforts and Buyer shall cooperate in all reasonable respects with Sellers, Sellers to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller Sellers and its their appropriate Affiliate, and Buyer, shall, Affiliates shall at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer may reasonably request to fairly compensate Buyer for the loss of, or to provide to Buyer the benefit of of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Sellers and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by Sellers and such Affiliates under any such Nonassignable Item) in exchange for the performance by Buyer of Sellers' obligations in respect of such Nonassignable Items under Section 2.1(c) and (ii) use their reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Item).

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, constitute an Agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including permits, System Contracts, Permits Channels and Lease AgreementsLicenses, if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority any Person would constitute a breach of, or in any way affect the rights of Allied, any Seller Chadmoore or Buyer Nextel or Acquisition Sub with respect thereto to such Asset ("Nonassignable Items"). Each Seller Chadmoore shall use his or its best efforts, commercially reasonable efforts and Buyer Nextel and Acquisition Sub shall cooperate in all reasonable respects with Sellers, seeking to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer Nextel or Acquisition Sub all Nonassignable ItemsItems without any change to the terms of such items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller Chadmoore and its appropriate Affiliate, and Buyer, shall, affiliates shall at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer Nextel may reasonably request in order to fairly compensate Nextel for the net loss of, or to provide Buyer to Nextel the benefit of of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Sellers Chadmoore and such Affiliates affiliates promptly to pay to Buyer Nextel when received all monies and other items of value received by Sellers Chadmoore and such Affiliates affiliates under any such Nonassignable Item) in exchange for ; provided, however, that Chadmoore shall have no obligation to provide Nextel the performance by Buyer benefit of Sellers' obligations in respect of such any Nonassignable Items under Section 2.1(c) and (ii) use their Item until Nextel has used its commercially reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Itemresolve such impracticality).