Unassignable Contracts. If any rights, benefits or remedies (the "Rights") under any Assumed Contracts are not assignable by the Vendor to the Purchaser without the written consent of the other party thereto (the "Third Party") and such consent is not obtained, then, unless the Purchaser exercises its rights under Section 6.2,
2.2.1. the Vendor will hold the Rights for the benefit of the Purchaser,
2.2.2. the Vendor will, at the request and expense and under the direction of the Purchaser, in the name of the Vendor or otherwise as the Purchaser shall specify, take all such actions and do all such things as shall, in the opinion of the Purchaser, be necessary or desirable in order that the obligations of the Vendor under such Assumed Contracts may be performed in a manner such that the value of the Rights shall be preserved and shall enure to the benefit of the Purchaser and such that all moneys receivable under the Assumed Contracts may be received by the Purchaser,
2.2.3. the Vendor will promptly pay over to the Purchaser all such moneys collected by the Vendor in respect of such Assumed Contracts, and
2.2.4. to the extent permitted by the Third Party and provided, in the Purchaser's opinion, it would not be prejudicial to the Purchaser's rights to do so, the Purchaser will perform the obligations under such Assumed Contracts on behalf of the Vendor, and will indemnify the Vendor against all liabilities, costs and expenses incurred by the Vendor in performing such obligations.
Unassignable Contracts. (a) If any rights, benefits or remedies (in this section, the "Rights") under any Assumed Contracts are not assignable by Seller to Buyers without the consent of the counterparty to the contract, and such consent has not been obtained before Closing, then, following Closing and until such time that such unassigned Contracts are assigned to Buyer:
(i) Seller shall hold the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee;
(ii) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment);
(iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may be performed in a manner such that the value of the Rights will be preserved and will enure to the benefit of Buyers and such that all money receivable under such Assumed Contract may be received by Buyer;
(iv) Seller shall pay over to Buyers the money collected by Xxxxxx after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving such money;
(v) Seller shall maintain its existence, and shall continue to be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and
(vi) if permitted by the counterparty to an Assumed Contract and provided that, in Xxxxx's opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may perform the obligations under such Assumed Contract on behalf of Seller, and will indemnify Seller against all liabilities, costs and expenses incurred from the performance of such obligations.
(b) If any such consent for an Assumed Contract is obtained pursuant to Section 2.12(a), such Assumed Contract will be immediately assigned to Buyers and Buyers will assume all obligations under such Assumed Contract. If any further documents are required to give effect to the assignment, ...
Unassignable Contracts. Notwithstanding anything to the contrary stated in this Agreement, if (a) any Contract, Warranty or Purchase Order is not capable of being sold, assigned, transferred or conveyed in the absence of the approval, consent or waiver of any other person without conflicting with, violating, constituting a default under or breaching such Contract, Warranty or Purchase Order, and (b) all necessary approvals, consents and waivers of all parties to such Contract, Warranty or Purchase Order have not been obtained at or prior to the Closing, then Buyer shall assume the obligations and liabilities of Sellers under such Contract, Warranty or Purchase Order (but not such Contract, Warranty or Purchase Order itself), and the claims, rights and benefits of Sellers arising under such Contract, Warranty or Purchase Order or resulting therefrom after the Cut-Off Date (but not such Contract, Warranty or Purchase Order itself) shall be included in the Assets transferred to Buyer hereunder (and any such payments or other benefits received by Sellers therefrom after the Cut-Off Date shall immediately be transferred by Sellers to Buyer), and Sellers shall, following the Closing, use all reasonable efforts to assist Buyer in attempting to obtain the necessary approvals, consents and waivers (provided that Sellers shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any approval, consent or waiver), and shall promptly execute all documents necessary to complete the transfer of such Contract, Warranty or Purchase Order to Buyer if such approvals, consents and waivers are obtained.
Unassignable Contracts. 16 Section 2.3
Unassignable Contracts. If (i) any third-party's (including any Governmental Authority's) consent or approval to the assignment or other transfer to the applicable Acquired Company of a contract to be transferred pursuant to Sections 2.1.6 or 2.
Unassignable Contracts. The Seller will use commercially reasonable efforts to assist the Purchaser in obtaining any Permits, or any consents to assignment related thereto, that the Purchaser will require in connection with the continued operation of the Business.
Unassignable Contracts. Notwithstanding anything herein to the contrary, if (a) any Assumed Contract is not capable of being sold, conveyed, transferred or assigned in the absence of the approval, consent or waiver of any other Person (without breaching, violating, defaulting under, conflicting with, giving rise to or creating any right to accelerate, increase, terminate, modify or cancel any material right or obligation or creating any Encumbrance, other than a Permitted Encumbrance, under, such Assumed Contract) and (b) all necessary approvals, consents or waivers of any such other Person (including any party to such Assumed Contract) have not been obtained at or before Closing, then (1) Buyer hereby assumes and agrees to pay, perform and satisfy when due the Liabilities of the Company under such Assumed Contract (but not such Assumed Contract itself) to the extent that any such Liability would otherwise be an Assumed Liability, (2) the rights and benefits of the Company under such Assumed Contract or resulting therefrom (but not such Assumed Contract itself), to the extent that such rights and benefits would otherwise be an Acquired Asset, are hereby sold, conveyed, transferred and assigned to Buyer and (3) after Closing, the Company will, at the Company’s expense, use its commercially reasonable efforts to assist Buyer in attempting to obtain such necessary approvals, consents or waivers and will promptly execute all documents reasonably requested or necessary to complete such sale, conveyance, transfer and assignment of such Assumed Contract to Buyer if such approvals, consents or waivers are obtained; provided that nothing herein shall require an Operating Company or any Seller to make any payments to obtain such approval, consent or waiver. If, with respect to any such Assumed Contract, such necessary approvals, consents or waivers are not obtained and such sale, conveyance, transfer and assignment of such Assumed Contract to Buyer is not completed, then the Company and Buyer will negotiate in good faith to determine and enter into replacement arrangements such that the Parties are situated as close as is reasonably possible to circumstances (financially and all other) as they otherwise would be had such sale, conveyance, transfer and assignment been completed; provided that nothing contained in this Section 1.6 shall require an Operating Company or any Seller to (i) make any payments to enter into such replacement agreements, (ii) guarantee any obligations of Buyer in con...
Unassignable Contracts. Notwithstanding anything to the contrary stated in this Agreement, but Subject to Article VI (Intellectual Property), if any Contract cannot be assigned to or assumed by the Buyer without the approval, consent or waiver of another party thereto, and such approval, consent or waiver has not been obtained at or prior to the Closing, then (i) such Contract shall not be assigned to or assumed by the Buyer at the Closing, (ii) 3M and the Buyer shall, if such approval, consent or waiver is obtained following the Closing, promptly thereafter execute all documents necessary to complete the assignment and assumption of such Contract (at Buyer's expense), and (iii) unless and until such approval, consent or waiver is obtained and such assignment and assumption occurs, 3M shall hold the benefits and privileges of such Contract arising after the Closing Date in trust, to the extent permitted, for the Buyer and the Buyer will indemnify and hold harmless 3M against and with respect to all obligations of 3M payable or performable after the Closing Date under such Contract. Each of 3M and the Buyer agrees to use reasonable efforts to promptly obtain all approvals, consents and waivers from third parties to the Contracts which are necessary to permit the Contracts to be assigned to and assumed by the Buyer, provided that neither 3M nor the Buyer shall be obligated to make any payment or offer or grant any accommodation (financial or otherwise) in exchange for any such approval, consent or waiver.
Unassignable Contracts. 34 7.10 Rule 145 Affiliates...............................................34 7.11
Unassignable Contracts. If any Assumed Contract is not capable of being assigned to Acquisition Sub without the consent or approval of another party thereto and such consent or approval has not been obtained prior to the Closing, then Acquisition Sub shall not be required to assume that contract under Section 1.1(a)(vii), and that contract will be deemed to be an Excluded Asset under Section 1.1(c)(vi). For any such contract, Acquisition Sub shall assume Subsidiary's obligations thereunder (but not the contract itself) accruing after the Closing Date, and the rights and benefits of Subsidiary thereunder arising after the Closing Date shall be included in the Assets. If, after the Closing, the parties obtain the required consent to assign any such contract to Acquisition Sub, then the contract shall be deemed to be an Assumed Contract and the post-assignment liabilities relating thereto shall be deemed to be Assumed Liabilities.
