Common use of Nontransferable Business Contracts Clause in Contracts

Nontransferable Business Contracts. To the extent that transfer or assignment hereunder by Seller to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) of any agreement, contract, binding understanding, instrument or legally binding commitment or understanding (a “Contract”) included in the Acquired Assets (an “Assumed Contract”) is not permitted or is not permitted without the consent of another Person, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Seller shall use commercially reasonable efforts to obtain any and all such third party consents under all Assumed Contracts; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent that Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Assumed Contract. If any such third party consent is not obtained before the Closing, Seller shall (and shall cause the other Seller Entities to), for a period of one year after the Closing and at Buyer’s expense, use commercially reasonable efforts to: (i) obtain such consent, (ii) cooperate with Buyer (or one or more of its permitted assignees as set forth in Section 11.8) in any reasonable arrangement designed to provide Buyer (or one or more of its permitted assignees as set forth in Section 11.8) the benefits of the applicable Assumed Contract and (iii) enforce any rights of the Seller Entities under or with respect to the applicable Assumed Contract against all other persons (including termination thereof in accordance with the terms thereof upon the election of Buyer). In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of the applicable Seller Entity or Acquired Company under such Assumed Contract to the extent that such obligation would have been an Assumed Liability but for the fact that such consent has not been so obtained.

Nontransferable Business Contracts. To the extent that transfer or assignment hereunder by Seller to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) of any agreement, contract, binding understanding, instrument or legally binding commitment or understanding (a “Contract”) included in the Acquired Assets (an “Assumed Contract”) is not permitted or is not permitted without the consent of another Personperson, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Seller shall use commercially reasonable efforts to obtain any and all such third party consents under all Assumed Contracts; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent that Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Assumed Contractconsent. If any such third party consent is not obtained before the Closing, Seller shall (and shall cause the other Seller Entities to), for a period of one (1) year after the Closing and at Buyer’s expense, use commercially reasonable efforts to: (ia) obtain such consent, (iib) cooperate with Buyer (or one or more of its permitted assignees as set forth in Section 11.8) in any reasonable arrangement designed to provide Buyer (or one or more of its permitted assignees as set forth in Section 11.8) the benefits of the applicable Assumed Contract and (iiic) enforce any rights of the Seller Entities under or with respect to the applicable Assumed Contract against all other persons (including termination thereof in accordance with the terms thereof upon the election of Buyer). In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of the applicable Seller Entity or Acquired Company under such Assumed Contract to the extent that such obligation would have been an Assumed Liability but for the fact that such consent has not been so obtained.

Nontransferable Business Contracts. To the extent that transfer or assignment hereunder by Seller to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) of any agreement, contract, binding understanding, instrument or legally binding commitment or understanding (a “Contract”) included in the Acquired Assets (an “Assumed Contract”) is not permitted or is not permitted without the consent of another Personperson, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Seller shall use commercially reasonable efforts to obtain any and all such third party consents under all Assumed Contracts; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent that Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Assumed Contract. If any such third party consent is not obtained before the Closing, Seller shall (and shall cause the other Seller Entities to), for a period of one (1) year after the Closing and at Buyer’s expense, use commercially reasonable efforts to: (ia) obtain such consent, (iib) cooperate with Buyer (or one or more of its permitted assignees as set forth in Section 11.8) in any reasonable arrangement designed to provide Buyer (or one or more of its permitted assignees as set forth in Section 11.8) the benefits of the applicable Assumed Contract and (iiic) enforce any rights of the Seller Entities under or with respect to the applicable Assumed Contract against all other persons (including termination thereof in accordance with the terms thereof upon the election of Buyer). In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of the applicable Seller Entity or Acquired Company under such Assumed Contract to the extent that such obligation would have been an Assumed Liability but for the fact that such consent has not been so obtained.

Nontransferable Business Contracts. To the extent that transfer or assignment hereunder by Seller to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) of any agreement, contract, binding understanding, instrument or legally binding commitment or understanding (a “Contract”) included in the Acquired Assets (an “Assumed Contract”) is not permitted or is not permitted without the consent of another Personperson, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Seller shall use commercially reasonable efforts to obtain any and all such third party consents under all Assumed Contracts; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent that Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Assumed Contract. If any such third party consent is not obtained before the Closing, Seller shall (and shall cause the other Seller Entities to), for a period of one (1) year after the Closing and at Buyer’s expense, use commercially reasonable efforts to: (ia) obtain such consent, (iib) cooperate with Buyer (or one or more of its permitted assignees as set forth in Section 11.8) in any reasonable arrangement designed to provide Buyer (or one or more of its permitted assignees as set forth in Section 11.8) the benefits of the applicable Assumed Contract and to effect collection of money or other consideration that becomes due and payable under the applicable Assumed Contract, and Seller or the applicable Seller Entity shall promptly pay over to Buyer all money or other consideration received by it in respect of such Assumed Contract and (iiic) enforce any rights of the Seller Entities under or with respect to the applicable Assumed Contract against all other persons (including termination thereof in accordance with the terms thereof upon the election of Buyer). In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of the applicable Seller Entity or Acquired Company under such Assumed Contract to the extent that such obligation would have been an Assumed Liability but for the fact that such consent has not been so obtained.

Nontransferable Business Contracts. To the extent that transfer or assignment hereunder by Seller to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) of any agreement, contract, binding understanding, instrument or legally binding commitment or understanding (a “Contract”) included in the Acquired Assets (an “Assumed Contract”) is not permitted or is not permitted without the consent of another Personperson, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Seller shall use commercially reasonable efforts to obtain any and all such third party consents under all Assumed Contracts; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent that Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Assumed Contractconsent. If any such third party consent is not obtained before the Closing, Seller shall (and shall cause the other Seller Entities to), for a period of one (1) year after the Closing and at Buyer’s expense, use commercially reasonable efforts to: (ia) obtain such consent, (iib) cooperate with Buyer (or one or more of its permitted assignees as set forth in Section 11.8) in any reasonable arrangement designed to provide Buyer (or one or more of its permitted assignees as set forth in Section 11.8) the benefits of the applicable Assumed Contract and (iiic) enforce any rights of the Seller Entities under or with respect to the applicable Assumed Contract against all other persons (including termination thereof in accordance with the terms thereof upon the election of Buyer). In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of the applicable Seller Entity or Acquired Company under such Assumed Contract to the extent that such obligation would have been an Assumed Liability but for the fact that such consent has not been so obtained.

Nontransferable Business Contracts. To the extent that transfer or assignment hereunder by Seller to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) of any agreement, contract, binding understanding, instrument or legally binding commitment or understanding (a “Contract”) included in the Acquired Assets (an “Assumed Contract”) is not permitted or is not permitted without the consent of another Personperson, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Seller shall use commercially reasonable efforts to obtain any and all such third party consents under all Assumed Contracts; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent that Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Assumed Contract. If any such third party consent is not obtained before the Closing, Seller shall (and shall cause the other Seller Entities to), for a period of one (1) year after the Closing and at Buyer’s expense, use commercially reasonable efforts to: (ia) obtain such consent, (iib) cooperate with Buyer (or one or more of its permitted assignees as set forth in Section 11.8) in any reasonable arrangement designed to provide Buyer (or one or more of its permitted assignees as set forth in Section 11.8) the benefits of the applicable Assumed Contract and (iiic) enforce any rights of the Seller Entities under or with respect to the applicable Assumed Contract against all other persons (including termination thereof in accordance with the terms thereof upon the election of Buyer). In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of the applicable Seller Entity or Acquired Company under such Assumed Contract to the extent that such obligation would have been an Assumed Liability but for the fact that such consent has not been so obtained.

Nontransferable Business Contracts. To the extent that transfer or assignment hereunder by Seller Xxx to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) of any agreement, contract, binding understanding, instrument or legally binding commitment or understanding (a “Contract”) included in the Acquired Assets (an “Assumed Contract”) is not permitted or is not permitted without the consent of another Person, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Seller Xxx shall use commercially reasonable efforts to obtain any and all such third party consents under all Assumed Contracts; provided, however, that Seller Xxx shall not be required to pay or incur any cost or expense (excluding reasonable internal staff time and reasonable expenses for postage, stationery, telephone calls and similar costs) to obtain any third party consent that Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Assumed Contractconsent. If any such third party consent is not obtained before the Closing, Seller shall (and shall cause the other Seller Entities to)Xxx shall, for a period of one (1) year after the Closing without obligation of Xxx to pay or incur any cost or expense related thereto (excluding reasonable internal staff time and at Buyer’s expensereasonable expenses for postage, stationery, telephone calls and similar costs), use commercially reasonable efforts to: (ia) obtain such consent, (iib) cooperate with Buyer (or one or more of its permitted assignees as set forth in Section 11.8) in any reasonable arrangement designed to provide Buyer (or one or more of its permitted assignees as set forth in Section 11.8) the benefits of the applicable Assumed Contract and (iiic) enforce any rights of the Seller Entities Xxx under or with respect to the applicable Assumed Contract against all other persons Persons (including termination thereof in accordance with the terms thereof upon the election of Buyer). In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of the applicable Seller Entity or Acquired Company Xxx under such Assumed Contract to the extent that such obligation would have been an Assumed Liability but for the fact that such consent has not been so obtained.