Common use of Procedures for Purchased Assets not Transferable Clause in Contracts

Procedures for Purchased Assets not Transferable. If any property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties, Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements and the related instruments of transfer shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained and Buyer shall not assume Seller’s obligations with respect to such Purchased Asset, but Seller shall use its commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this Section 2.4 only and not for the purposes of the rest of this Agreement, commercially reasonable efforts shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party.

Procedures for Purchased Assets not Transferable. If any of the Contracts or any other property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties, Seller shall use its commercially reasonable best efforts to obtain such consents after the execution of this Agreement, but prior to the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained thereof and Buyer shall not assume Seller’s 's obligations with respect to such Purchased Assetthereto, but Seller shall use its commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this Section 2.4 only and not for the purposes of the rest of this Agreement2.5, commercially reasonable efforts shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. In the case of any Contracts for which a necessary consent has not been obtained, Buyer shall provide all goods and services and bear all costs necessary to complete such Contracts at no cost to Seller, and Seller shall hold for Buyer's account and promptly remit to Buyer all amounts received with respect to such Contracts.

Procedures for Purchased Assets not Transferable. If any property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law Law without the consent of some third party or parties, Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements and the related instruments of transfer shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained and Buyer shall not assume Seller’s obligations with respect to such Purchased Asset, but Seller shall use its commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this Section 2.4 only and not for the purposes of the rest of this Agreement, commercially reasonable efforts shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party.

Procedures for Purchased Assets not Transferable. If any of the Contracts or any other property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties, Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained thereof and Buyer shall not assume Seller’s 's obligations with respect to such Purchased Assetthereto, but Seller shall use its commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this Section 2.4 only and not for the purposes of the rest of this Agreement2.5, commercially reasonable efforts shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. In the case of any Contracts for which a necessary consent has not been obtained, Buyer shall provide all goods and services and bear all costs necessary to complete such Contracts at no cost to Seller, and Seller shall hold for Buyer's account and promptly remit to Buyer all amounts received with respect to such Contracts.

Procedures for Purchased Assets not Transferable. If any property the Real Property Lease or other rights included in the Purchased Assets are Permits are, notwithstanding the provisions of the Approval Order, not assignable or transferable either by virtue of the provisions thereof or under applicable law to Buyer without the consent Consent of some any Governmental Entity or third party or parties, Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closingparty, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent canConsent has not be been obtained prior to the Closing Date and if the Buyer otherwise elects to proceed with the Closing occursnotwithstanding such lack of Consent with respect to the Real Property Lease, this Agreement, the Other Agreements and the related instruments of transfer Agreement shall not constitute an assignment or transfer of the Purchased Asset regarding which Real Property Lease or the Permits unless and until such consent was not obtained and Buyer shall not assume Seller’s obligations with respect to Consent is obtained. In such Purchased Assetcase, but Seller shall use its commercially reasonable efforts to obtain such consent Consent as soon as reasonably possible practicable after the Closing Date (without the obligation to pay any fees or otherwise obtain for Buyer penalties (first arising after the practical benefit of such property Closing Date) to any Governmental Entity or rights and third party); provided, however, that Buyer shall cooperate with Seller in that endeavor, and Seller shall use its commercially reasonable efforts to assist provide Buyer the benefit of any such Real Property Lease, Equipment Lease, Assumed Contract or Permit and will, at Buyer=s expense, cooperate in that endeavorany commercially reasonable and lawful arrangement designed to provide such benefits to Buyer. For purposes of Nothing contained in this Section 2.4 only and not for the purposes 2.5 shall be interpreted to require Buyer to waive any of the rest Conditions to Obligations of the Parties provided for in Article VII of this Agreement, commercially reasonable efforts shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party.

Procedures for Purchased Assets not Transferable. If any property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties, Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements and the related instruments of transfer shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained and Buyer shall not assume Seller’s obligations with respect to such Purchased Asset, but Seller shall use its commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this Section 2.4 only and not for the purposes of the rest of this Agreement, commercially reasonable efforts shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. So long as Seller and the Selling Stockholders satisfy their obligations under this Section 2.4 with regard to any property or rights not assignable or transferable and the Closing occurs, there shall be no offset or indemnification for (i) a failure of a third party to consent to an assignment, or (ii) any other cause outside Seller and Selling Stockholders control preventing assignment.

Procedures for Purchased Assets not Transferable. (a) If any of the Contracts or any other property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties, Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained thereof and Buyer shall not assume Seller’s 's obligations with respect to such Purchased Assetthereto, but Seller shall use its commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this Section 2.4 only and not for the purposes of the rest of this Agreement2.5, commercially reasonable efforts shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. In the case of any Contracts for which a necessary consent has not been obtained, Buyer shall provide all goods and services and bear all costs necessary to complete such Contracts at no cost to Seller, and Seller shall hold for Buyer's account and promptly remit to Buyer all amounts received with respect to such Contracts.

Procedures for Purchased Assets not Transferable. If any of the Contracts or any other property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties, Seller shall use its all commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the ClosingClosing Date, and Buyer Xxxxx shall use its all commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing Date and the Closing occurs, this Agreement, the Other Agreements Agreement and the related instruments of transfer shall not constitute an assignment or transfer of thereof and the Purchased Asset regarding which such consent was not obtained and Buyer shall not assume Seller’s 's obligations with respect to such Purchased Assetthereto, but Seller shall use its all commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing Date or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer Xxxxx shall use its all commercially reasonable efforts to assist in that endeavor. For purposes Until such consent is obtained, Buyer shall perform on behalf of this Section 2.4 only Seller all obligations under the applicable agreement after Closing, and not for the purposes of the rest of this Agreement, commercially reasonable efforts Buyer shall not include any requirement of either party be entitled to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third partyall benefits received by Seller in connection therewith.

Procedures for Purchased Assets not Transferable. If any property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties, Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements and the related instruments of transfer shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained and Buyer shall not assume Seller’s obligations with respect to such Purchased Asset, but Seller shall use its commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this Section 2.4 2.5 only and not for the purposes of the rest of this Agreement, commercially reasonable efforts for the Buyer shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party.