Common use of Unassignable Assets Clause in Contracts

Unassignable Assets. Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, to the extent that any of the Seller Contracts or any other assets constituting part of the Purchased Assets are not assignable or otherwise transferable to Purchaser or if any of the Licensed Assets may not be licensed to Purchaser without the consent, approval or waiver of another party thereto or any third party (including any governmental agency), or if such assignment, transfer or license would constitute a breach thereof or a violation of any applicable law or agreement with any third party, then neither this Agreement nor such Ancillary Agreements shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained. With respect to each Seller Contract or Licensed Asset whose assignment, transfer or license to Purchaser requires the consent, approval or waiver of another party thereto or any third party, Seller shall use all commercially reasonable efforts to obtain such consent, approval or waiver of such other party or parties or such third party to such assignment or transfer as promptly as practicable. To the extent that the consents, approvals and waivers referred to in this Section are not obtained by Seller, Seller shall use all commercially reasonable efforts to (a) provide to Purchaser, at the request and expense of Purchaser, the financial and business benefits of such Seller Contract or Licensed Asset and (b) enforce, at the request and expense of Purchaser, for the account of Purchaser, any rights of Seller arising from any such Seller Contract (including without limitation the right to elect to terminate such Seller Contract in accordance with the terms thereof upon the advice of Purchaser). With regard to the expenses described in the preceding sentence, Purchaser shall only be responsible for the direct expenses of Seller in connection therewith, and if only a portion of such benefits are provided to Purchaser, Purchaser and Seller shall agree in good faith upon a reasonable pro rata payment by Purchaser of the expenses incurred in connection with such benefits. Purchaser agrees to cooperate with Seller and supply relevant information to such party or parties or such third party in order to assist Seller in its obligations under this Section. Notwithstanding the foregoing, nothing contained herein shall obligate Seller or Purchaser to expend or pay any amount to third parties to obtain any consents, approvals or waivers.

Unassignable Assets. Notwithstanding any other provision of anything in this ------------------- Agreement to the contrary, this Agreement or shall not constitute an agreement to assign any of the Ancillary Agreements, to the extent that any of the Seller Contracts or any other assets constituting part of the Purchased Assets are not assignable or otherwise transferable to Purchaser or if any of the Licensed Assets may not be licensed to Purchaser Liberty Media Group Asset without the consent, approval or waiver consent of another party thereto Person if an assignment or any third party (including any governmental agency), or if attempted assignment thereof without the consent of such assignment, transfer or license Person would constitute a breach thereof or a violation of in any applicable law way impair the rights thereunder. If any such consent is not obtained or agreement with any third party, then neither this Agreement nor such Ancillary Agreements shall constitute an assignment or transfer (or if an attempted assignment would be ineffective or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained. With would impair any party's rights with respect to each Seller Contract or Licensed such Liberty Media Group Asset whose assignmentso that Liberty Media Group LLC would not receive all such rights, transfer or license then (a) Liberty Media Corporation, Stockholder, AGI and Liberty AGI, as applicable, shall continue to Purchaser requires the consent, approval or waiver of another party thereto or any third party, Seller shall use all commercially reasonable their respective best efforts to obtain such consentconsents and approvals and use their respective best efforts to provide or cause to be provided to Liberty Media Group LLC, approval or waiver of such other party or parties or such third party to such assignment or transfer as promptly as practicable. To the extent that the consents, approvals and waivers referred to in this Section are not obtained permitted by Seller, Seller shall use all commercially reasonable efforts to (a) provide to Purchaser, at the request and expense of Purchaserlaw, the financial and business benefits of any such Seller Contract or Licensed Asset (the "Beneficial Assets"), and (b) enforceif Liberty Media Corporation, at Stockholder, AGI or Liberty AGI, as the request case may be, is able to provide Liberty Media Group LLC with the benefits thereof, Liberty Media Group LLC shall pay, perform and expense discharge on behalf of PurchaserLiberty Media Corporation, for the account Liberty Management, Stockholder, AGI and Liberty AGI, if applicable, all of PurchaserLiberty Media Corporation's (and, any rights of Seller arising from any such Seller Contract (including without limitation the right to elect to terminate such Seller Contract if applicable, Stockholder's, AGI's and Liberty AGI's) liabilities and other obligations with respect thereto in a timely manner and in accordance with the terms thereof upon the advice of Purchaser)thereof. With regard to the expenses described in the preceding sentenceIn addition, Purchaser Liberty Media Corporation, Stockholder, AGI and Liberty AGI, as applicable, shall only take such other actions as may reasonably be responsible for the direct expenses of Seller in connection therewith, and if only a portion of such benefits are provided to Purchaser, Purchaser and Seller shall agree in good faith upon a reasonable pro rata payment requested by Purchaser of the expenses incurred in connection with such benefits. Purchaser agrees to cooperate with Seller and supply relevant information to such party or parties or such third party Liberty Media Group LLC in order to assist Seller place Liberty Media Group LLC, insofar as reasonably possible, in its obligations under this Section. Notwithstanding the foregoingsame position as if such Beneficial Asset had been transferred as contemplated hereby, nothing contained herein so that all the benefits and burdens relating thereto shall obligate Seller or Purchaser to expend or pay any amount to third parties to obtain any consents, approvals or waivers.inure to

Unassignable Assets. (a) Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, but subject to Section 9.3(c) hereof, to the extent that any of the Seller Contracts or any other assets constituting part of the Purchased Assets are not assignable or otherwise transferable to Purchaser or if any of the Licensed Assets may not be licensed to Purchaser without the consent, approval or waiver of another party thereto or any third party (including any governmental agency)Purchaser, or if such assignment, assignment or transfer or license would constitute a breach thereof or a violation of any applicable law or agreement with any third partylaw, then neither this Agreement nor such Ancillary Agreements shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained. With respect to each such Purchased Asset, each of Seller Contract or Licensed Asset whose assignment, transfer or license and Purchaser shall use its respective commercially reasonable efforts to Purchaser requires obtain the consent, approval or waiver of another party thereto the consenting, approving or any third party, Seller shall use all commercially reasonable efforts to obtain such consent, approval or waiver of such other party or parties or such third waiving party to such the assignment or transfer of Seller's rights and obligations thereunder as promptly as practicable. To the extent that the consents, approvals and waivers referred to but in this Section are not obtained by Seller, Seller shall use all commercially reasonable efforts to (a) provide to Purchaser, at the request and expense of Purchaser, the financial and business benefits of such Seller Contract or Licensed Asset and (b) enforce, at the request and expense of Purchaser, for the account of Purchaser, any rights of Seller arising from any such Seller Contract (including without limitation the right to elect to terminate such Seller Contract in accordance with the terms thereof upon the advice of Purchaser). With regard event prior to the expenses described in the preceding sentence, Purchaser shall only be responsible for the direct expenses of Seller in connection therewith, and if only a portion of such benefits are provided to Purchaser, Purchaser and Seller shall Closing Date. The parties agree in good faith upon a reasonable pro rata payment by Purchaser of the expenses incurred in connection with such benefits. Purchaser agrees to cooperate with Seller each other and to supply relevant information to such party or parties or such third party in order to assist Seller each other in its obligations under this Section. Notwithstanding the foregoing, nothing contained herein shall obligate Seller or Purchaser to expend or pay any amount to third parties to obtain any consents, approvals or waivers. (b) If, within 30 days after Closing (or such longer period as Purchaser in its sole discretion may determine), the other party to any Assigned Agreement shall not consent (on terms reasonably satisfactory to Purchaser) to the assignment of the rights of Seller thereunder to Purchaser, then Seller and Purchaser shall cooperate with each other in reasonable and lawful arrangements designed to provide the benefits of such Assigned Agreement to the greatest extent possible to Purchaser, including the enforcement by Seller at the expense of Purchaser and for the benefit of Purchaser of any and all rights of Seller against a third party thereunder; provided, however, that if Purchaser determines that the other party's consent is not required and waives the consent requirement set forth in this Section 2.6, the Contract shall thereupon be considered an Assigned Agreement). (c) If, within 30 days after Closing (or such longer period as Purchaser in its sole discretion may determine), the other party to any Assigned Agreement shall not consent (on terms reasonably satisfactory to Purchaser) to the assignment of the rights of Seller thereunder to Purchaser (but Seller is permitted to subcontract with Purchaser for Purchaser to perform the work under such Contract), Purchaser shall enter into a subcontract with Seller for that purpose. (d) If, within 30 days after Closing (or such longer period as Purchaser in its sole discretion may determine), the other party to any Assigned Agreement concerning Seller-Licensed IP shall not consent (on terms reasonably satisfactory to Purchaser) to the assignment of the rights of Seller thereunder to Purchaser (but Seller is permitted to sublicense Purchaser for the purpose of enabling Purchaser to perform the work under such Contract), Seller shall enter into a sublicense with Seller for that purpose. (e) If, within 30 days after Closing (or such longer period as Purchaser in its sole discretion may determine), the other party to any Assigned Agreement concerning Seller's Product distribution arrangements shall not consent (on terms reasonably satisfactory to Purchaser) to the assignment of the rights of Seller thereunder to Purchaser, then Seller shall agree to act on Purchaser's behalf pursuant to such Contract.

Unassignable Assets. Notwithstanding any other provision of this Agreement or any of the Seller Ancillary Agreements, but subject to Section 8.02(j)), to the extent that any of the Seller Contracts Assigned Agreements or any other assets Governmental Permits constituting part of the Purchased Assets are not assignable or otherwise transferable to Purchaser or if any of the Licensed Assets may not be licensed to Purchaser without the consent, approval or waiver of another party thereto or any third party (including any governmental agency), or if such assignment, assignment or transfer or license would constitute a breach thereof or a violation of any applicable law or agreement with any third partylaw, then neither this Agreement nor such Seller Ancillary Agreements shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, approval or waiver of such party or parties has been duly obtained; in which case the benefits of such Assigned Agreements and Governmental Permits accruing to either Seller from the Closing Date to the earlier of (i) the date the applicable consent, approval or waiver is obtained or (ii) two (2) years from the Closing Date (the "TRUST PERIOD") shall be held in trust by Sellers for Purchaser's behalf and until the expiration of the Trust Period. With Sellers shall take any and all action necessary or reasonably requested by Purchaser (all at Purchaser's sole cost and expense) to provide Purchaser with the benefits of, and Purchaser shall take any and all action necessary or reasonably requested by Sellers to perform on behalf of Sellers and bear all costs and expenses associated with, and indemnify and hold harmless Sellers against all Liability relating to, such Assigned Agreements and Governmental Permits to the full extent permitted or required, as applicable, by the terms thereof, and such Assigned Agreements and Governmental Consents shall be deemed transferred and assigned to, and assumed by, Purchaser without further action by the parties upon the receipt of such consent, approval or waiver. Except as set forth in SCHEDULE 2.09, with respect to each Seller Contract Assigned Agreement or Licensed Asset Governmental Permit whose assignment, assignment or transfer or license to Purchaser requires the consent, approval or waiver of another party thereto or any third party, Seller Sellers shall use all their commercially reasonable efforts to obtain such consent, approval or waiver of such other party or parties or such third party to such assignment or transfer as promptly as practicable. To the extent that the consents, approvals and waivers referred to in this Section are not obtained by Seller, Seller shall use all commercially reasonable efforts to (a) provide to Purchaser, at the request and expense of Purchaser, the financial and business benefits of such Seller Contract or Licensed Asset and (b) enforce, at the request and expense of Purchaser, for the account of Purchaser, any rights of Seller arising from any such Seller Contract (including without limitation the right to elect to terminate such Seller Contract in accordance with the terms thereof upon the advice of Purchaser). With regard to the expenses described in the preceding sentence, Purchaser shall only be responsible for the direct expenses of Seller in connection therewith, and if only a portion of such benefits are provided to Purchaser, Purchaser and Seller shall agree in good faith upon a reasonable pro rata payment by Purchaser of the expenses incurred in connection with such benefits. Purchaser agrees to cooperate with Seller Sellers and supply relevant information to such party or parties or such third party in order to assist Seller Sellers in its their obligations under this Section. Notwithstanding the foregoing, nothing contained herein shall obligate Seller Sellers or Purchaser to expend or pay any amount to third parties to obtain any consents, approvals or waivers, except Purchaser shall be responsible for paying any and all fees and/or increased rent required to obtain the consent of Oryx Energy Company and Three Galleria Tower Venture to the assignment of the Sublease; provided, however, that if Purchaser elects in its discretion not to pay such fees and/or increased rent and to proceed with the Closing without such consent, then upon the Closing Purchaser shall indemnify, defend and hold harmless Sellers from and against all Liabilities of Sellers arising from the Sublease.