Nontransferable Assets. To the extent that any Assigned Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party thereto, or any third Person (including a Governmental Body), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”), except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Asset or the assumption of any Assumed Liability by Purchaser would be ineffective so that Purchaser would not in fact receive all the Nontransferable Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm and Purchaser shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations of such Assigned Assets and Assumed Liabilities, respectively, in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which Aradigm, at Purchaser’s expense, would enforce for the benefit of Purchaser, with Purchaser assuming all of Aradigm’s obligations thereunder, any and all rights of Aradigm against a Third Party thereto.
Nontransferable Assets. Notwithstanding any other provision of this Agreement or any Transaction Document, to the extent that any of the Assumed Contracts, or any other Acquired Assets are not assignable or otherwise transferable to Buyer without the consent, approval or waiver of another party thereto or any third party (including any Governmental Authority), or if such assignment or transfer would constitute a breach thereof or a violation of any applicable Legal Requirement or agreement with [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission Exhibit 2.1 any third party, then neither this Agreement nor such Transaction Document shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained in a manner satisfactory to Buyer in its sole discretion. With respect to the assignment or transfer of any Assumed Contract to Buyer that requires the consent, approval or waiver of another party thereto or any third party, Seller shall use its best efforts to obtain such consent, approval or waiver of such other party or parties or such third party to such assignment or transfer as promptly as practicable. Until such consents, approvals and waivers referred to in this Section are obtained by Seller, Seller shall (a) provide to Buyer the financial and business benefits of such Assumed Contract, and (b) enforce, for the account of Buyer, any rights of Seller arising from any such Assumed Contract (including the right to elect to terminate such Assumed Contract in accordance with the terms thereof upon the request of Buyer).
Nontransferable Assets. Notwithstanding any other provision of this Agreement or any of the Seller Ancillary Agreements, to the extent that any of the Assigned Agreements or any other assets constituting part of the Purchased Assets are not assignable or otherwise transferable to Buyer without the consent, approval or waiver of another party thereto or any third party (including any Governmental Authority), or if such assignment or transfer would constitute a breach thereof or a violation of any Applicable Legal Requirement or agreement with any third party, then neither this Agreement nor such Seller Ancillary Agreements shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained.
Nontransferable Assets. This Agreement shall not constitute an agreement or attempted agreement to transfer, sublease, sublicense or assign any privilege, right or interest in any Purchased Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment thereof without the consent required or necessary of a Third Party would constitute a breach or violation thereof or affect adversely the rights of Buyer thereunder. If a consent of a Third Party which is required in order to assign any interest in a Purchased Asset has not been obtained prior to the date of this Agreement, or if an attempted assignment would be or for some reason is ineffective or would adversely affect the ability of the Company to convey its interest in a Purchased Asset to Buyer as set forth herein, then the Company shall use its best efforts, and Buyer will cooperate with the Company to the extent commercially reasonable, to obtain promptly such authorizations, consents or waivers. Pending such authorization, consent or waiver, the Company shall hold any asset that has not been transferred or assigned for the benefit of Buyer, and the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset that it would have obtained had the asset been conveyed to Buyer at the Closing.
Nontransferable Assets. 11 2.8 Taking of Necessary Action; Further Action......................12
Nontransferable Assets. 23 2.10 Taking of Necessary Action; Further Action.........................................................24 2.11 Allocation of Purchase Price Consideration.........................................................24 2.12 Escrow.............................................................................................24 Article III
Nontransferable Assets. To the extent that any Contract to be conveyed, assigned or transferred, to Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being conveyed, assigned or transferred without the approval, consent or waiver of the other Party thereto or if such conveyance, assignment or transfer or attempted conveyance, assignment or transfer would constitute a breach or termination right thereof or a violation of any law, decree, order, regulation or other governmental edict, then except as expressly otherwise provided herein (and without derogating from the provisions of Section 7.2.3 below), this Agreement shall not constitute a conveyance, assignment or transfer thereof, or an attempted sale, conveyance, assignment or transfer thereof absent such approvals, consents or waivers; provided, however, that Seller shall use its best efforts to obtain all such approval, consents or waivers. From and after the Closing, Seller shall promptly pay to Buyer when received all monies received by Seller following the Closing Date, which are connected to or arising from the Purchased Assets and Seller shall promptly pay to Buyer when received all monies received by Buyer following the Closing Date which are connected to or arising from the Excluded Assets.
Nontransferable Assets. 7 1.7 TAKING OF NECESSARY ACTION, FURTHER ACTION....................................... 8
Nontransferable Assets. Notwithstanding Section 1.1 above, in the event any consent or approval of a third party is required pursuant to Applicable Law or the terms of any applicable agreement or arrangement to consummate the transfer to Purchaser, free and clear of all liabilities, obligations and Liens, of any asset included within the definition of Purchased Assets, and such consent or approval has not been obtained at or prior to the Effective Time, then such asset shall not be transferred to Purchaser pursuant to this Agreement at the Effective Time. Instead, Seller shall continue to use all reasonable efforts, at its sole cost and expense, to obtain any such consent or approval until such consent or approval has been obtained, and Purchaser shall be entitled to retain the economic benefits of such asset as if such asset had been transferred to Purchaser at the Effective Time.
Nontransferable Assets. Notwithstanding any other provision of ---------------------- this Agreement or any of the Seller Ancillary Agreements, to the extent that any of the Assigned Agreements or any other assets constituting part of the Assets are not assignable or otherwise transferable to Buyer without the consent, approval or waiver of another party thereto or any third party (including any Governmental Entity), or if such assignment or transfer would constitute a breach thereof or a violation of any Applicable Legal Requirement or agreement with any third party, then neither this Agreement nor such Seller Ancillary Agreements shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained. With respect to each Assigned Agreement whose assignment or transfer to Buyer requires the consent, approval or waiver of another party thereto or any third party, Seller shall use all commercially reasonable efforts to obtain such consent, approval or waiver of such other party or parties or such third party to such assignment or transfer as promptly as practicable. To the extent that the consents, approvals and waivers referred to in this Section 2.4(c), which consents, approvals and waivers are set forth on Schedule 5.2(c) of the Seller Disclosure Letter, are not obtained by Seller, --------------- Seller shall use all commercially reasonable efforts to (a) provide to Buyer the financial and business benefits of such Assigned Agreement and (b) enforce, for the account of Buyer, any rights of Seller or a Subsidiary of Seller arising from any such Assigned Agreement (including the right to elect to terminate such Assigned Agreement in accordance with the terms thereof upon the advice of Buyer). Buyer agrees to cooperate with Seller and supply relevant information to such party or parties or such third party in order to assist Seller in its obligations under this Section 2.4(c).
