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. 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,
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 2.1.17 has not been obtained prior to the Closing, then as to the burdens, obligations, rights or benefits under or pursuant to such contracts (collectively, the "Rights") not assignable to the applicable Acquired Company because such consent or approval has not been obtained:
Unassignable Contracts. If any rights, benefits or remedies (collectively, the "Rights") under any Contracts to be assigned to the Purchaser hereunder are not assignable by the Seller to the Purchaser without the consent of the other party or parties thereto and such consent is not obtained on or before the Time of Closing, then, upon request of the Purchaser at any time or times after the Closing Date:
Unassignable Contracts. 15 Section 2.3
Unassignable Contracts. (a) 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 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. If any rights, benefits or remedies (hereinafter, in this section, collectively called the "RIGHTS") under any Material Contracts are not assignable by the Seller to the Buyer without the consent of the other party thereto (hereinafter, in this section, called the "THIRD PARTY") the Seller hereby covenants to use its reasonable efforts to obtain such consents prior to the Closing Time and until such consents are obtained or if any such consent is not obtained, then, unless the Buyer exercises its rights under Section 4.3 hereof:
Unassignable Contracts. If any rights, benefits or remedies (the "Rights") under any Assigned Agreements are not assignable by the Vendor to the Purchaser without the consent of the other party thereto and such consent is not obtained, and provided that the Purchaser, acting reasonably, agrees to close without receiving such consent, then, for a period of 1 year following the Closing Date:
Unassignable Contracts. If (i) any third party consent to the assignment or other transfer to Buyer of an Assumed Contract listed on Schedule 3.2 is not obtained on or before the Closing and Buyer waives obtaining such consent as a condition to the Closing or (ii) any other third party consent to the assignment or other transfer to Buyer of an Assumed Contract listed on Schedule 3.2 is not obtained on or before the Closing and does not give rise to a condition to the Closing, then as to the rights, benefits or remedies under or pursuant to such Assumed Contracts (collectively, the "Rights") not assignable to Buyer because such consent has not been obtained:
