Common use of Nonassignable Items Clause in Contracts

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to sell, convey, assign, sublease or transfer any Acquired Assets if an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent of any Person, would constitute a breach of, or in any way affect, the rights of Seller with respect to such Acquired Assets (“Nonassignable Items”). Seller shall use its commercially reasonable efforts to obtain, and Buyer shall use its commercially reasonable efforts to cooperate in seeking, all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable 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 Date, to facilitate the full and expeditious transfer to Buyer of legal title to the Acquired Assets. Prior to the obtaining of any such Consent, Seller and Buyer shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of any Nonassignable Item for its term, and to the extent that Buyer receives such benefits, it will assume the Liabilities of 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 benefits, under any Assigned Contract as to which Consent may be necessary.

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement Agreement to sell, convey, assign, sublease or transfer any Acquired Assets Assets, including Contracts, Permits and Lease Agreements, if (i) an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent consent of any Person, another party thereto or a Governmental Authority would constitute a breach of, or in any way affect, affect the rights of Seller or Buyer with respect to such Acquired Assets Asset and (ii) such consent has not been obtained (“Nonassignable Items”). Seller shall use its commercially reasonable efforts to obtain, and Buyer shall each use its commercially all reasonable efforts to and cooperate in seeking, all reasonable respects with 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 as quickly as practicable on Items, in accordance with Sections 1.3(a) 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 Date, to facilitate the full and expeditious transfer to Buyer of legal title to the Acquired Assets1.3(c). Prior to the obtaining of If any such ConsentConsents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, Seller and Buyer shall cooperate with each other Buyer in any reasonable and lawful arrangements arrangement designed by Buyer to provide to for Buyer the benefits of use of thereunder, including but not limited to having Buyer act as agent for Seller thereunder, or having Seller enforce at Buyer’s expense any Nonassignable Item for its term, and to the extent that Buyer receives such benefits, it will assume the Liabilities all rights of Seller thereunder against the other party thereto, or requiring Seller and its Affiliates promptly to the extent that pay to Buyer would have been responsible therefor if when received all monies and other items of value received by Seller and such Consent had been obtained. Once Consent is obtained, Seller shall promptly assign Affiliates under any 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 benefits, under any Assigned Contract as to which Consent may be necessaryItem.

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement Agreement to sell, convey, assign, sublease or transfer any Acquired Assets Assets, including permits, System Contracts, Channels and Licenses, if an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent of any Person, Person would constitute a breach of, or in any way affect, affect the rights of Seller Chadmoore or Nextel or Acquisition Sub with respect to such Acquired Assets Asset (“Nonassignable Items”"NONASSIGNABLE ITEMS"). Seller Chadmoore shall use its commercially reasonable efforts to obtain, and Buyer Nextel and Acquisition Sub shall use its commercially reasonable efforts to cooperate in seeking, seeking to obtain 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 Items as quickly as practicable on and after the Effective Date, and without any change to the material 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, Chadmoore and Seller its appropriate affiliates shall continue such efforts as may be required for a period of six months after at the Closing Dateenter into such arrangements (including related written agreements) as Nextel may reasonably request in order to fairly compensate Nextel for the net loss of, to facilitate the full and expeditious transfer to Buyer of legal title to the Acquired Assets. Prior to the obtaining of any such Consent, Seller and Buyer shall cooperate with each other in any reasonable and lawful arrangements designed or to provide to Buyer Nextel the benefits benefit of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Chadmoore and such affiliates promptly to pay to Nextel when received all monies and other items of use value received by Chadmoore and such affiliates under such Nonassignable Item; PROVIDED, HOWEVER, that Chadmoore shall have no obligation to provide Nextel the benefit of any Nonassignable Item for until Nextel has used its term, and commercially reasonable efforts to the extent that Buyer receives resolve such benefits, it will assume the Liabilities of 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 benefits, under any Assigned Contract as to which Consent may be necessaryimpracticality).

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute constitute, or be deemed to constitute, an agreement Agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets Assets, including Contracts, Permits and Lease Agreements, if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of any Person, another party thereto or a Governmental Authority would constitute a breach of, or in any way affect, affect the rights of Allied, any Seller or Buyer with respect to such Acquired Assets thereto (“"Nonassignable Items”"). Each Seller shall use his or its commercially reasonable efforts to obtainbest efforts, and Buyer shall use its commercially reasonable efforts to cooperate in seekingall 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 as quickly as practicable on 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 Effective Date, and without any change Closing (i) enter into such arrangements (including related written agreements) as Buyer may reasonably request to provide Buyer 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 Date, to facilitate the full and expeditious transfer to Buyer of legal title to the Acquired Assets. Prior to the obtaining benefit of any such Consent, Seller 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 cooperate continue to do business with each other Buyer in accordance with the terms and for the periods of time set forth in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of any Nonassignable Item for its term, and to the extent that Buyer receives such benefits, it will assume the Liabilities of 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 benefits, under any Assigned Contract as to which Consent may be necessaryItem.

Nonassignable Items. Anything in this Agreement agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement Agreement to sell, convey, assign, sublease or transfer any Acquired Assets Assets, including Contracts, Permits and Lease Agreements (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 sale, conveyance, assignment, sublease or transfer thereof, without the Consent of any Person, another party thereto or a Governmental Authority would constitute a breach of, or in any way affect, affect the rights of Seller or Buyer with respect to such Acquired Assets Asset (“"Nonassignable Items”"). Seller shall use its commercially reasonable efforts to obtain, and Buyer shall use its commercially reasonable efforts to cooperate in seeking, all reasonable respects with 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 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 Date, to facilitate the full and expeditious transfer to Buyer of legal title to the Acquired AssetsItems. Prior to the obtaining of If any such ConsentConsents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, Seller and its appropriate Affiliates shall at the Closing enter into such arrangements (including related written agreements) as Buyer shall cooperate with each other may reasonably request in any reasonable and lawful arrangements designed order to fairly compensate Buyer for the loss of, or to provide to Buyer the benefits of use of benefit of, any Nonassignable Item for its term, and to the extent that Buyer receives such benefits, it will assume the Liabilities of 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 Items (it being acknowledged that such arrangement may include obligations imposed on Seller and such Affiliates promptly to Buyer, pay to Buyer when received all monies 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 other items of value received by Seller and such benefits, Affiliates under any Assigned Contract as to which Consent may be necessarysuch Nonassignable Item).

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement Agreement to sell, convey, assign, sublease or transfer any Acquired Assets Assets, including permits, System Contracts, Channels and Licenses, if an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent of any Person, Person would constitute a breach of, or in any way affect, affect the rights of Seller Chadmoore or Nextel or Acquisition Sub with respect to such Acquired Assets Asset (“"Nonassignable Items”"). Seller Chadmoore shall use its commercially reasonable efforts to obtain, and Buyer Nextel and Acquisition Sub shall use its commercially reasonable efforts to cooperate in seeking, seeking to obtain 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 Items as quickly as practicable on and after the Effective Date, and without any change to the material 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, Chadmoore and Seller its appropriate affiliates shall continue such efforts as may be required for a period of six months after at the Closing Dateenter into such arrangements (including related written agreements) as Nextel may reasonably request in order to fairly compensate Nextel for the net loss of, to facilitate the full and expeditious transfer to Buyer of legal title to the Acquired Assets. Prior to the obtaining of any such Consent, Seller and Buyer shall cooperate with each other in any reasonable and lawful arrangements designed or to provide to Buyer Nextel the benefits benefit of, any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Chadmoore and such affiliates promptly to pay to Nextel when received all monies and other items of use value received by Chadmoore and such affiliates under such Nonassignable Item; provided, however, that Chadmoore shall have no obligation to provide Nextel the benefit of any Nonassignable Item for until Nextel has used its term, and commercially reasonable efforts to the extent that Buyer receives resolve such benefits, it will assume the Liabilities of 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 benefits, under any Assigned Contract as to which Consent may be necessaryimpracticality).