Unassigned Contracts. Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to Buyer of any contract if an attempted assignment of such contract without the consent of any party would constitute a breach thereof or a violation of any Law or any Order, rule or regulation of any Governmental Authority or court unless and until such consent shall have been obtained. In the case of any contract that cannot be effectively transferred to Buyer without such consent, Seller agrees that it will promptly use commercially reasonable efforts to obtain or cause to be obtained the necessary consents to the transfer of such contracts. Buyer agrees to cooperate with Seller in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by the other contracting party under such contract, to the extent not inconsistent with the terms of this Agreement; provided, however, that in no event shall Buyer be required to pay any fees or other compensation in connection with obtaining such consents. To the extent that consent to assign any Assigned Contract is not obtained prior to Closing (an “Unassigned Contract”), the parties will cooperate as set forth in Section 6.11 to provide Buyer all of the economic and other benefits of such Unassigned Contracts that Buyer is denied or deprived as a result of the failure to assign such Unassigned Contract at Closing. Once consent for the assignment of such Unassigned Contract is obtained, Seller shall assign such Unassigned Contract to Buyer. The arrangement described in this Section 6.9 shall terminate on the earlier of the date on which (i) consent to the assignment of the Unassigned Contract is obtained, (ii) Buyer consummates other arrangements with the party or parties under such Unassigned Contract providing for Buyer’s provision of services to such party or parties and the complete release of Seller for the future provision of services to such party or parties or (iii) such Unassigned Contract terminates. Notwithstanding the foregoing, Buyer shall indemnify Seller from any and all Liabilities arising out of or resulting from Seller’s performance of all obligations under any Unassigned Contract and Seller shall not have any obligation to compensate Buyer for the value, if any, of the benefit it fails to receive as a result of an Unassigned Contract not being assigned at Closing as long as Seller uses its commercially reasonable efforts to comply with this Secti...
Unassigned Contracts. Nothing in this Agreement will be construed as an attempt to agree to assign any contract, certificate, license or other asset that is in law or by agreement non-assignable without the consent of the other party or parties thereto, or of any governmental authority, as the case may be, unless such consent will be given. Transferor will use commercially reasonable efforts to obtain all such necessary consents. In order, however, that the full value of every such contract, certificate, license or other asset and all claims and demands under such contracts may be realized, Transferor hereby covenants and agrees with New Manager that Transferor will, at the request and under the direction of New Manager, in the name of Transferor or otherwise, as New Manager will specify and as will be permitted by law, take all such reasonable actions and do or cause to be done all such reasonable things as shall be necessary or proper (i) to preserve the rights and obligations of Transferor under such contracts, certificates, licenses and other assets, and (ii) for, and to facilitate, the collection of the moneys due and payable for the period after the Closing Date, and to become due and payable, to Transferor in and under every such contract and in respect of every such claim and demand for the period after the Closing Date, and Transferor will hold the same for the benefit of, and will pay the same over to, New Manager.
Unassigned Contracts. The parties hereto agree to cooperate with respect to obtaining consents to the assignment of the Contracts. To the extent that Symantec has made a good faith effort to obtain a consent to assign a Contract to Buyer and has been unable to do so, Symantec agrees to subcontract to Buyer with respect to such Contract or otherwise cooperate with Buyer in order to provide Buyer the benefits of such Contract.
Unassigned Contracts. Each of the Founders shall comply with, assist Rackable with respect to, and take all actions reasonably necessary to insure that Rackable complies with and takes all actions required pursuant to the provisions of Section 9.20 of the Asset Acquisition Agreement.
Unassigned Contracts. If, with respect to any Contract, a required consent or novation is not obtained (such Contract is hereinafter referred to as an "Unassigned Contract"), Seller shall keep in effect such contract and shall subcontract with Buyer to perform Seller's obligations under such Unassigned Contract. Seller shall pay Buyer 100% of the consideration due Seller under such Unassigned Contract. Nothing in this Agreement shall be construed as an attempt to assign any agreement or other instrument that is by its terms non- assignable without the consent of the other party. Any and all amounts paid to Seller relating to Buyer's performance under any Unassigned Contract shall be promptly remitted to Buyer. In the event an Unassigned Contract cannot be subcontracted to Buyer after Seller has used its best efforts to obtain a novation or consent to the subcontracting of such contract, Buyer shall provide Seller, at no cost, with all items included in the Assets that are required for Seller to continue performance under such Unassigned Contract and shall reimburse Seller for all expenses and costs incurred in complying with such Unassigned Contract, not to exceed the contract price of such Unassigned Contract. Seller shall, immediately upon Buyer's request, return such items.
Unassigned Contracts. If, as of the Closing, an attempted assignment of any Business Contract or Lease would be ineffective or would affect any Seller's rights thereunder so that Buyer would not in fact receive all such rights, the Sellers shall cooperate with Buyer in a mutually acceptable arrangement, at no additional cost to Buyer (other than the cost of performing the Business Contract or Lease as if it had been assigned with consent), to provide for Buyer the benefit (including the economic benefit) of such Business Contract or Lease (other than legal title). If and so long after the Closing as such assignment shall not have been made, the Seller shall (i) to the extent that such action shall not result in violation of such Business Contract or Lease, transfer to Buyer all assets and rights, including all monies, received in respect of such contract and hold such Business Contract or Lease in trust for Buyer and (ii) to the extent that the provisions of clause (i) above are not sufficient to transfer all of the benefits (including the economic benefit) of such Business Contract or Lease (other than legal title), or any of such Business Contract or Lease has been cancelled as a result of the attempted assignment, take such actions (which, without limitation, may include entering into subcontracting arrangements with Buyer) as are necessary to provide all of the benefits (or the equivalent thereof, including the economic benefit) of such contract, commitment or other agreement (other than legal title) to Buyer. With respect to, and to the extent of, any transfer, subcontract or assignment of the Business Contract or Lease made to Buyer by Seller under this Section 7.6, Buyer hereby agrees to assume, perform, discharge when due, and indemnify Seller from and against, all obligations and liabilities of Seller with respect to the applicable underlying contract, agreement or commitment.
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Unassigned Contracts. If, on the Effective Date, Seller has not obtained any approval, authorization, consent, or other action required for Seller to assign its interest in and rights under any Contract (an "Unassigned Contract"), Seller shall (a) pending any subsequent assignment, retain its interest in and rights under the Unassigned Contract until its expiration date, if any; (b) provide to Buyer all the benefits of its interest in and rights under the Unassigned Contract, provided that Buyer performs all of Seller's obligations thereunder in a complete and timely manner as an Assumed Liability; and (c) continue to use commercially reasonable efforts to obtain any previously unobtained approval, authorization, consent, or other action necessary for Seller to assign its interest in and rights under the Unassigned Contract to Buyer as soon as practicable after the Effective Date.
Unassigned Contracts. Each Buyer will notify the relevant Sellers prior to the relevant Closing Date of the Management Contracts (other than the Management Contract relating to the Travelers Property), Development Contracts (other than the Development Agreement relating to the Golden Hills Interest), Service Contracts listed on Schedule 3.06(a) and the Exclusive Listing Agreement relating to the Xxxxxx Building which such Buyer elects not to assume ("UNASSIGNED CONTRACTS"). At the relevant Closing, the relevant Buyers will assume only Contracts which are not Unassigned Contracts, and relevant Sellers shall be responsible for the termination of all Unassigned Contracts effective as of the relevant Closing, at such Sellers' expense; and, if said Exclusive Listing Agreement is designated as an Unassigned Contract, the Parent shall indemnify, defend and hold harmless Buyers from and against any and all Damages relating to claims that may be made by the "Agent" under said Exclusive Listing Agreement for commissions with respect to expansion, extension, renewal or other continuation or additional space options or agreements exercised or made after the relevant Closing Date.
Unassigned Contracts. If, with respect to any Contract, a required consent or novation is not obtained (such Contract is hereinafter referred to as an "Unassigned Contract"), Seller shall keep in effect and use reasonable efforts to give Buyer the benefit of the Unassigned Contract to the same extent as if it had been assigned or novated to the extent not prohibited by the Unassigned Contract, and Buyer shall perform and be responsible for Seller's obligations and liabilities under the Unassigned Contract. From and after the Closing, Seller shall not be liable for any damages or the payment of any monies on account of the failure to obtain a consent for an assignment or a novation with respect to any Unassigned Contract. Buyer shall be entitled to receive, accept and retain any payments to which Seller would otherwise be entitled for Buyer's performance under any Unassigned Contract after the Closing. Nothing in this Agreement shall be construed as an attempt to assign any agreement or other instrument that is by its terms nonassignable without the consent of the other party. Any and all amounts paid to Seller relating to Buyer's performance under any Unassigned Contract shall be promptly remitted to Buyer.
