Common use of Restrictions on Transfer or Assignment Clause in Contracts

Restrictions on Transfer or Assignment. Notwithstanding any other provision of this Agreement, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery of any interest in Assignor’s Intellectual Property, or any benefit arising thereunder or resulting therefrom if a sale, conveyance, transfer, assignment or delivery, or an attempt to make such a sale, conveyance, transfer, assignment or delivery thereof (i) without the consent of or notice to a third party would constitute a breach or violation of a contract, indenture, note or other agreement of Assignor or (ii) is restricted or prohibited by law. Any sale, conveyance, assignment, transfer or delivery to Assignee by Assignor of any interest in or to such Additional Transferred Asset is hereby made subject to such notice being given or consent or approval being obtained. In the event such consent or approval is not obtained, Assignor shall continue to use commercially reasonable efforts to obtain any such approval or consent until the earliest of (i) such time as such consent or approval has been obtained or (ii) the date Assignor determines that the third party will not provide its consent or approval. In the event Assignor determines that the third party will not provide its consent or approval, Assignor will cooperate with Assignee in any lawful and feasible arrangement to provide that Assignee shall receive such interest of Assignor in the benefits under any such Assignor’s Intellectual Property, including performance by Assignor as agent, if feasible; provided, however, that Assignee shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Assignee would have been responsible therefor if such consent or approval had been obtained.

Restrictions on Transfer or Assignment. Notwithstanding any other provision of this Agreement, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery of any interest in Assignor’s Intellectual Property, or any benefit arising thereunder or resulting therefrom if a sale, conveyance, transfer, assignment or delivery, or an attempt to make such a sale, conveyance, transfer, assignment or delivery thereof (i) without the consent of or notice to a third party would constitute a breach or violation of a contract, indenture, note or other agreement of Assignor or (ii) is restricted or prohibited by law. Any sale, conveyance, assignment, transfer or delivery to Assignee by Assignor of any interest in or to such Additional Transferred Asset is hereby made subject to such notice being given or consent or approval being obtained. In the event such consent or approval is not obtained, Assignor shall continue to use commercially reasonable efforts to obtain any such approval or consent until the earliest of (i) such time as such consent or approval has been obtained or (ii) the date Assignor determines that the third party will not provide its consent or approval. In the event Assignor determines that the third party will not provide its consent or approval, Assignor will cooperate with Assignee in any lawful and feasible arrangement to provide that Assignee shall receive such interest of Assignor in the benefits under any such Assignor’s Intellectual Property, including performance by Assignor as agent, if feasible; provided, however, that Assignee shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Assignee would have been responsible therefor if such consent or approval had been obtained.