Procedures for Assets Not Transferable. (a) If any of the Laundry Leases or any other property or rights included in the Subject Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer shall not assume the obligations of Seller under any such Laundry Lease. Seller shall take all such actions as Buyer may reasonably request (including without limitation the execution of consent requests and other documents and phone calls with third parties) to assist Buyer in obtaining such consents as soon as possible after the Closing in a manner that Buyer believes will avoid any default, conflict or termination of rights under such Laundry Leases. In the event that any Laundry Lease included in the Subject Assets is not assigned to Buyer by reason of the foregoing provisions of this Section 1.9, this Agreement, if permitted by law, shall constitute full and equitable assignment and transfer by Seller to Buyer of all of Seller’s right, title and interest in and to, and all of Seller’s liabilities under those Laundry Leases (the “Equitably Assigned Contracts”). Buyer shall be deemed Seller’s agent for performing such Equitably Assigned Contract and completing, fulfilling and discharging all of Seller’s liabilities under any such Equitably Assigned Contract that constitute Assumed Liabilities. Buyer and Seller shall take all commercially reasonable steps and actions to provide Buyer with all of the benefits of such Equitably Assigned Contracts and to relieve Seller of the performance and other liabilities thereunder (to the extent constituting Assumed Liabilities).
(b) If Seller shall be unable to make the equitable assignment described in Section 1.9(a), or if such attempted transfer would adversely affect the rights of Seller or Buyer under any Laundry Lease, or would not assign all of Seller’s rights thereunder, Seller and Buyer shall continue to cooperate and use all commercially reasonable efforts to provide Buyer with all such rights. To the extent that any such consents are not obtained, or until the impediments to such transfer are resolved, Seller shall use all commercially reasonable efforts to the extent permitted by law to (i) provide to Buyer the benefits of any such Laundry Lease, (ii) cooperate in any lawful arrangement desig...
Procedures for Assets Not Transferable. If any of the Contracts or any other property or rights included in the Seller Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some other party or parties (a "Required Consent"), Seller shall use all commercially reasonable efforts to obtain such consents prior to the Closing Date and shall notify Buyer on or prior to the Closing Date of any consents not so obtained; provided, that Seller shall not be required to make any payments or to incur any obligations to third parties in connection with the obtaining of any such consent. If any Required Consent cannot be obtained prior to Closing, Seller shall use all commercially reasonable efforts to obtain any consents not previously obtained as soon as possible after the Closing Date or otherwise obtain for Buyer the practical benefit of such property or rights.
Procedures for Assets Not Transferable. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery, or attempted sale, conveyance, transfer, assignment or delivery, to the Purchaser of any Transferred Asset is prohibited by applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (collectively, the “Consents”), the Seller and the Purchaser shall use their commercially reasonable efforts to obtain such Consents prior to the Closing and, if any such Consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; provided, however, that, notwithstanding the foregoing, the Closing shall occur on the terms and conditions set forth herein, including the Seller’s right to receive the Purchase Price in full pursuant to Section 3.1 hereof; provided, further, that the Seller shall not be relieved of its obligations to sell, and the Purchaser shall not be relieved of its obligations to purchase, acquire and assume any such Transferred Assets. Following the Closing, the parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents. Pending or in the absence of any such Consent, the parties shall use their commercially reasonable efforts to implement an alternative arrangement to permit the Purchaser to realize, receive and enjoy substantially similar rights and the full benefits of any such Transferred Asset as if such impediment to assignment or transfer did not exist. If any such Consent is obtained after the Closing, the Seller shall convey, transfer, assign and deliver the applicable Transferred Asset to the Purchaser.
Procedures for Assets Not Transferable. If any material contract, permit, or any other property or right included in the Assumed Liabilities or the Assets is not assignable or transferable without the consent of a third party, and such consent has not been obtained prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, but Seller shall diligently use its commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. With respect to each such Asset or Contract for which a necessary consent has not been obtained, Seller shall use commercially reasonable efforts to otherwise obtain or arrange for Buyer, at no additional cost to Buyer, the benefits of such Asset or Contract, property or right until such consent is obtained. Buyer agrees to reasonably cooperate with Seller to devise ways for Buyer to receive such benefits, including, without limitation, entering into reasonable and mutually agreed upon subleases and operating agreements with Seller.
Procedures for Assets Not Transferable. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery, or attempted sale, conveyance, transfer, assignment or delivery, to the Purchaser of any Transferred Asset (a “Nonassignable Asset”) is prohibited by applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (collectively, the “Consents”), and such Consent is not required to be delivered pursuant to Section 8.3(i) hereof, if any such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; provided, however, that, notwithstanding the foregoing, subject to Article VIII hereof, the Closing shall occur on the terms and conditions set forth herein; provided, further, that the Company shall not be relieved of its obligations to sell, and the Purchaser shall not be relieved of their obligations to purchase, acquire and assume, any such Nonassignable Asset. Following the Closing, the Company shall use its commercially reasonable best efforts, and the Purchaser shall cooperate with the Company, to obtain promptly such Consents. If any such Consent is obtained after the Closing, the Company shall convey, transfer, assign and deliver the applicable Nonassignable Asset to the Purchaser. Pending receipt of any such Consent, the parties shall use their commercially reasonable best efforts to implement an alternative arrangement to permit the Purchaser to realize, receive and enjoy substantially similar rights and the full benefits of any such Nonassignable Asset as if such impediment to assignment or transfer did not exist. To the extent such Nonassignable Asset is a Contract and such Contract may not be assigned to the Purchaser by reason of the absence of any such Consent, then (i) the Company shall promptly pay over to the Purchaser the amount of all payments received by it, from time to time, in respect of the applicable Nonassignable Assets, and (ii) the Purchaser shall promptly reimburse the amount of any expenses incurred by the Company in the course of providing the benefits of such Nonassignable Assets in amounts consistent with expenses incurred by the Company performing such services prior to the Closing. ** ** Text Omitted and Filed Separately with the Securities an...
Procedures for Assets Not Transferable. If any of the contracts or -------------------------------------- agreements or any other property or rights included in the Subject Assets is not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties and any such consent is not obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and, unless otherwise agreed between Buyer and Seller with respect to such contract, Buyer shall assume Seller's economic obligations with respect thereto, and Seller shall use all commercially reasonable efforts to obtain any such consent as soon as possible after the Closing or otherwise obtain for Buyer the practical and economic benefit of such property or rights and Buyer shall use all commercially reasonable efforts to assist in that endeavor.
Procedures for Assets Not Transferable. 9 1.6. Allocations.......................................................10 ARTICLE II THE CLOSING
Procedures for Assets Not Transferable. With respect to any asset, property or right included in the Assets that is not assignable or transferable either by virtue of the provisions thereof or under applicable laws without the consent of any Person, and for which such consent is not obtained prior to the Closing, this Agreement shall not constitute an assignment or transfer thereof if an attempted assignment would constitute a breach thereof or be unlawful and, unless otherwise agreed between Buyer and Seller with respect to such Asset, Seller shall use its reasonable efforts to obtain all such consents, as promptly as practicable after the Closing. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by Applicable Laws, shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall reasonably cooperate with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer.
Procedures for Assets Not Transferable. If any of the contracts or other property or rights included in the Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some other person or entity and such consents are not obtained by Endeavor or the Sellers by the Execution Date, the appropriate Seller shall notify Purchaser thereof at the Execution or by indicating such fact on a Schedule to the Agreement. With respect to any such required consent not obtained prior to the Execution, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, and Purchaser shall not assume such Seller's obligations thereunder. Instead, such Seller shall use all reasonable efforts to obtain any such required consents not previously obtained as soon as reasonably possible after the Execution.
Procedures for Assets Not Transferable. To the extent that any property or right included in the Acquired Assets is not assignable or transferable without the Consent of any Person, and such Consent has not been obtained prior to the Closing: (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof; (b) Seller’s obligations with respect to such property or right shall be governed by Section 5.2; and (c) Purchaser shall not assume Seller’s obligations with respect thereto until such time as the applicable Consent has been obtained.
