Common use of Restricted Contracts Clause in Contracts

Restricted Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any Transferred Contract to the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without the consent, approval or waiver of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any of the Transferred Assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”), and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any such Restricted Contract shall be made subject to such consent, approval or waiver being obtained. To the extent not prohibited by applicable Law, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (A) to the extent not prohibited by applicable Law (including the UK Code), ABI shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Contract and (C) notwithstanding anything to the contrary in this Agreement, no such Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms of this Agreement.

Restricted Contracts. Notwithstanding anything The parties understand and agree that, without limiting any representation, warranty, condition, covenant or indemnification contained in this Agreement Agreement, if, as of the Closing, Seller shall not have effectively obtained any or all consents of any third party(ies) to the contraryassignment of the contracts, this Agreement shall not constitute an agreement agreements, arrangements and understandings set forth and described on Schedule 2 or entered into after the date hereof as provided in the definition of Information Technology Assets (each a “Restricted Contract”) contemplated to be assigned to Buyer hereunder, in respect of which such third party’s consent to assign is required in order to preserve the value of such Restricted Contract for Seller or transfer any interest in any Transferred Contract to otherwise, then (a) the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without by Seller and the consent, approval or waiver assumption by Buyer of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any of the Transferred Assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”), and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any such Restricted Contract shall be made subject not become effective at Closing or thereafter until Seller shall have obtained the requisite consent to assign (which Seller shall use commercially reasonable efforts to obtain, together with the cooperation of Buyer), (b) such assignment and assumption shall become effective as aforesaid subsequent to Closing pursuant to such consentdocumentation as shall be reasonably acceptable to Buyer and Seller, approval and (c) Seller shall not take nor permit any action which would impair the full force and effect of such Restricted Contract, or waiver being obtainedotherwise cause or permit the modification, amendment, or termination of such Restricted Contract (except insofar as consented to by Buyer, which consent shall not be unreasonably withheld or delayed) until the effective assignment thereof as aforesaid. The parties understand and agree that Seller, subsequent to the Closing, shall not be entitled to any of the rights and privileges under any Restricted Contract, all of which shall accrue to the benefit of Buyer, and Seller shall be deemed to hold such Restricted Contract in trust for Buyer. To the extent not prohibited by applicable Lawthat Buyer is able to receive the economic rights and privileges under any Restricted Contract, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates Buyer shall be required responsible for the liabilities assumed by Buyer pursuant to pay any material amounts to third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (A) to the extent not prohibited by applicable Law (including the UK Code), ABI shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any Section 1.3 arising under such Restricted Contract and (C) notwithstanding anything to the contrary in this Agreement, no such Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms of this AgreementContract.

Restricted Contracts. Notwithstanding anything in this Agreement The parties understand and agree that if, as of the Closing, Seller shall not have effectively obtained any or all required consents of any third party(ies) to the contraryassignment of the Assumed Contracts identified on Schedule 2.3(a) (each hereinafter referred to as a “Restricted Contract”) contemplated to be assigned to Purchaser hereunder, this Agreement shall not constitute an agreement in respect of which such third party’s consent to assign or transfer any interest is required in any Transferred order to preserve the value of such Restricted Contract to for Purchaser, then (a) the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without by Seller and the consent, approval or waiver assumption by Purchaser of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any of the Transferred Assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”), and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any such Restricted Contract shall be made subject not become effective at Closing or thereafter until Seller shall have obtained the requisite consent to assign, (b) such assignment and assumption shall become effective as aforesaid subsequent to Closing pursuant to such consent, approval or waiver being obtained. To the extent not prohibited by applicable Law, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates documentation as shall be required reasonably acceptable to pay Purchaser and Seller, and (c) Seller shall not take nor permit any material amounts action which would impair the full force and effect of such Restricted Contract, or otherwise cause or permit the modification, amendment, or termination of such Restricted Contract (except insofar as consented to by Purchaser, which consent shall not be unreasonably withheld or delayed) until the effective assignment thereof as aforesaid. Seller shall have no liability to Purchaser under this Agreement subsequent to Closing as a result of not effectively obtaining any consents of any third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (Aparty(ies) to the extent not prohibited by applicable Law (including assignment of any Restricted Contract to Purchaser, provided that Seller is otherwise in compliance with its obligations set forth in this Section 2.7. For the UK Code)avoidance of doubt, ABI the parties confirm and agree that this Section 2.7 shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none have no effect on the obligations of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI Purchaser and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens BMI with respect to any such Restricted Contract the AEA Supply Agreement and (Cthe Royalty Agreements as set forth in Sections 2.3(e), 2.3(g), 9.3(e), 9.3(f) notwithstanding anything to the contrary in this Agreement, no such Restricted Contract shall constitute a Transferred Asset for any purpose under this Agreement unless and until any such consent or approval with respect to any Restricted Contract is obtained or the application of this Section 5.13(a) is waived in writing by Buyer, at which time the assignment or transfer of such Transferred Contract shall be effected in accordance with the terms other applicable provisions of this Agreement.