Common use of Nonassignable Rights Clause in Contracts

Nonassignable Rights. Anything in this Agreement to the contrary notwithstanding, but subject to AS's and Buyer's rights under Section 7.2, this Agreement shall not constitute an agreement to assign any of the Contracts, Intellectual Property, Technology or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third Person thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. (Any Asset that, but for this Section 1.2(c) would be sold and assigned at the Closing shall remain a "Purchased Asset" for purposes of this Agreement.) Parent and Sellers will use all reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer and Buyer shall reasonably cooperate with such efforts. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Parent and Sellers thereunder so that Buyer would not in fact receive all such rights, subject to Section 5.1(d), the Closing shall nevertheless take place and, thereafter, Parent, Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Parent and each Seller would enforce for the benefit of Buyer, with Buyer assuming each Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Parent or any Seller against a third Person thereto. Parent and each Seller will pay promptly to Buyer when received all monies received by Parent or any Seller after the Closing Date under any of the Contracts or any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. The provisions of this Section 1.2 shall in no way limit the Closing condition set forth in Section 5.1(d).

Nonassignable Rights. Anything in this Agreement to the contrary notwithstanding, but subject to ASAlliedSignal's and Buyer's rights under Section 7.27.2 of the Aerospace Agreement, this Agreement shall not constitute an agreement to assign any of the Contracts, Intellectual Property, Technology or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third Person thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. (Any Asset that, but for this Section 1.2(c) would be sold and assigned at the Closing shall remain a "Purchased Asset" for purposes of this Agreement.) Parent and Sellers will use all reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer and Buyer shall reasonably cooperate with such efforts. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Parent and Sellers thereunder so that Buyer would not in fact receive all such rights, subject to Section 5.1(d), the Closing shall nevertheless take place and, thereafter, Parent, Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Parent and each Seller would enforce for the benefit of Buyer, with Buyer assuming each Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Parent or any Seller against a third Person thereto. Parent and each Seller will pay promptly to Buyer when received all monies received by Parent or any Seller after the Closing Date under any of the Contracts or any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. The provisions of this Section 1.2 shall in no way limit the Closing condition set forth in Section 5.1(d).

Nonassignable Rights. Anything in this Agreement to the contrary -------------------- notwithstanding, but subject to AS's and Buyer's rights under Section 7.2, this Agreement shall not constitute an agreement to assign any of the Contracts, Intellectual Property, Technology or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third Person thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. (Any Asset that, but for this Section 1.2(c) would be sold and assigned at the Closing shall remain a "Purchased Asset" for purposes of this Agreement.) Parent and Sellers will use all reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer and Buyer shall reasonably cooperate with such efforts. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Parent and Sellers thereunder so that Buyer would not in fact receive all such rights, subject to Section 5.1(d), the Closing shall nevertheless take place and, thereafter, Parent, Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Parent and each Seller would enforce for the benefit of Buyer, with Buyer assuming each Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Parent or any Seller against a third Person thereto. Parent and each Seller will pay promptly to Buyer when received all monies received by Parent or any Seller after the Closing Date under any of the Contracts or any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. The provisions of this Section 1.2 shall in no way limit the Closing condition set forth in Section 5.1(d).

Nonassignable Rights. Anything To the extent that Buyer shall have determined to close under this Agreement prior to receipt of any consent, approval or waiver necessary, under applicable bankruptcy or other Law or otherwise, to transfer the rights and benefits of Seller under any Assumed Contract, Permit or Intellectual Property to Buyer, then, during the period from the Closing Date until the earlier of (x) the date that is the first anniversary of the Closing Date and (y) the date the Chapter 11 Case is closed, the parties hereto will cooperate and use their respective commercially reasonable efforts to obtain as promptly as practicable all consents, approvals and waivers required by any third party or Governmental Entity to transfer to Buyer such Assumed Contract, Permit or Intellectual Property in a manner that will avoid any default, conflict, or termination of rights thereunder. Until the time that such consent, approval or waiver is obtained or, if earlier, the earlier of (x) the date that is the first anniversary of following the Closing Date and (y) the date the Chapter 11 Case is closed, Seller shall use its commercially reasonable efforts to cooperate in any lawful and commercially reasonable arrangement designed to provide the benefits of such Assumed Contract, Permit or Intellectual Property to Buyer in a manner that would as nearly as practicable reflect the purpose and intention of this Agreement. In such event, to the extent applicable, (a) Buyer will promptly pay, perform or discharge, when due, any and all obligations and Liabilities arising thereunder, other than those being contested in good faith, provided that the third party or parties to any such Assumed Contract, Permit or Intellectual Property has or have performed in all material respects all of its or their obligations thereunder and Seller has fulfilled its obligations under clause (b) of this sentence and (b) Seller will promptly pay to Buyer, when received, all moneys received by it under any such Assumed Contract, Permit or Intellectual Property or any claim, right or benefit arising thereunder, provided that Buyer has performed in all material respects all obligations under any such Assumed Contract, Permit or Intellectual Property required to be performed by Seller after the Closing. Notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, but subject (a) Seller shall have no obligation to AS's take any action under this Section which might reasonably be expected to result in any material Liability, cost or expense to Seller unless Buyer agrees to pay any such Liability, cost or expense and Buyer's rights under Section 7.2, (b) this Agreement shall not constitute an agreement to assign any of the ContractsAssumed Contract, Permit or Intellectual Property, Technology or Permits Property or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, thereof without the consent of a third Person theretoparty thereto would be ineffective with respect to any such third party, or would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller thereunder. (Any Asset that, but for this Section 1.2(c) would be sold and assigned at the Closing shall remain a "Purchased Asset" for purposes of this Agreement.) Parent and Sellers will use all reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer and Buyer shall reasonably cooperate with such efforts. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Parent and Sellers thereunder so that Buyer would not in fact receive all such rights, subject to Section 5.1(d), the Closing shall nevertheless take place and, thereafter, Parent, Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Parent and each Seller would enforce for the benefit of Buyer, with Buyer assuming each Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Parent or any Seller against a third Person thereto. Parent and each Seller will pay promptly to Buyer when received all monies received by Parent or any Seller after the Closing Date under any of the Contracts or any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. The provisions of this Section 1.2 shall in no way limit the Closing condition set forth in Section 5.1(d).

Nonassignable Rights. Anything in (a) There shall be excluded from the transactions contemplated by this Agreement to the contrary notwithstanding, but subject to AS's and Buyer's rights under Section 7.2, this Agreement shall not constitute an agreement to assign any of the Contracts, Intellectual Property, Technology or Permits or any claim Purchased Asset or right which is not assignable or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, transferable without the consent of a third any Person thereto, would constitute a breach other than Sellers or other contravention thereof or in any way adversely affect their Affiliates to the rights of Buyer thereunder. (Any Asset that, but for this Section 1.2(c) would be sold and assigned at the Closing shall remain a "Purchased Asset" for purposes of this Agreement.) Parent and Sellers will use all reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer and Buyer shall reasonably cooperate with such efforts. If extent that such consent is shall not obtained have been given prior to the Closing; provided, or if an attempted however, that each of the parties hereto shall have the continuing obligation for 180 days after the Closing to use its commercially reasonable efforts to endeavor to obtain all necessary consents to the assignment thereof would that are material to the conduct of the Business (provided, that neither Sellers nor any of their Affiliates shall be ineffective required to expend money, commence litigation or would adversely affect the rights of Parent and Sellers thereunder so that Buyer would not in fact receive all such rights, subject offer or grant any accommodation (financial or otherwise) to Section 5.1(d), the Closing shall nevertheless take place any third party) and, thereafterupon obtaining the requisite consents thereto, Parentsuch Purchased Assets or rights shall be transferred and assigned to Buyers hereunder. In the event consents to the assignment of any Purchased Asset cannot be obtained prior to Closing, Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain shall, until the benefits and assume the obligations thereunder earlier of (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Datei) from and 180 days after the Closing Date or (ii) such time as the Purchased Assets or other rights are transferred and assigned to Buyers, take or cause to be taken at Buyers' expense such actions as Buyers may reasonably request and are permitted under applicable Law so as to provide Buyers with the benefits thereof. (b) Buyers agree that (i) the Purchase Price will not be reduced as a result of, and neither Sellers nor any of their Affiliates shall have any Liability whatsoever arising out of or relating to, the failure to obtain any consents that may be required in accordance connection with the transactions contemplated by this AgreementAgreement and (ii) no representation, including subcontractingwarranty or covenant of Sellers contained herein shall be breached or deemed breached, sublicensing or subleasing and no condition to Buyer, or under which Parent and each Seller would enforce for the benefit of Buyer, with Buyer assuming each Seller's Buyers' obligations to close the same extent transactions contemplated by this Agreement shall be deemed not satisfied, as if it would have constituted an Assumed Liability and any and all rights of Parent or any Seller against a third Person thereto. Parent and each Seller will pay promptly to Buyer when received all monies received by Parent or any Seller after the Closing Date under any result of the Contracts or failure to obtain any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. The provisions of this Section 1.2 shall in no way limit the Closing condition set forth in Section 5.1(d)such consent.

Nonassignable Rights. Anything in this Agreement to the contrary -------------------- notwithstanding, but subject to ASAlliedSignal's and Buyer's rights under Section 7.27.2 of the Aerospace Agreement, this Agreement shall not constitute an agreement to assign any of the Contracts, Intellectual Property, Technology or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third Person thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. (Any Asset that, but for this Section 1.2(c) would be sold and assigned at the Closing shall remain a "Purchased Asset" for purposes of this Agreement.) Parent and Sellers will use all reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer and Buyer shall reasonably cooperate with such efforts. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Parent and Sellers thereunder so that Buyer would not in fact receive all such rights, subject to Section 5.1(d), the Closing shall nevertheless take place and, thereafter, Parent, Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Parent and each Seller would enforce for the benefit of Buyer, with Buyer assuming each Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Parent or any Seller against a third Person thereto. Parent and each Seller will pay promptly to Buyer when received all monies received by Parent or any Seller after the Closing Date under any of the Contracts or any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. The provisions of this Section 1.2 shall in no way limit the Closing condition set forth in Section 5.1(d).