Common use of Unassigned Contracts Clause in Contracts

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 Section.

Unassigned Contracts. Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, this Agreement shall not constitute nor require an agreement to transfer, sell or otherwise assign any Contract or Permit which would otherwise be a Purchased Asset but which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (the "UNASSIGNED CONTRACTS"). If a consent to the assignment to Buyer of any contract a Contract is not obtained or if an attempted assignment of such contract without the consent of a Contract is ineffective for any party would constitute a breach thereof or a violation of any Law or any Orderother reason, rule or regulation of any Governmental Authority or court unless and until Seller shall cooperate with Buyer in continuing to attempt to obtain such consent or otherwise procure an effective assignment of such Unassigned Contract and, pending the obtaining of such consent or the procurement of such assignment, 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 implement any reasonable arrangement (including, without limitation, entering into additional agreements on terms reasonably satisfactory to the transfer of parties thereto, including an agreement to deliver to Buyer no later than five (5) Business Days after receipt any cash, checks, amounts received by wire transfer, packages, notices and other similar communications with respect to such contracts. Unassigned Contract) to provide to Buyer agrees to cooperate with Seller in obtaining all benefits (including any economic benefits) under any 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 AgreementUnassigned Contracts; provided, however, that in no event Buyer shall Buyer be required to pay (i) reimburse Seller for any fees or other compensation reasonable out-of-pocket expenses incurred in connection with obtaining any such consentsarrangement and (ii) accept the burdens and discharge and perform and indemnify Seller for all Liabilities and obligations under such Unassigned Contract as a subcontractor of Seller. To If, with respect to any such Unassigned Contract, the extent that consent to the assignment is obtained or an effective assignment can otherwise be made following the Closing, Seller shall promptly 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 its right and other benefits of such Unassigned Contracts that Buyer is denied or deprived as a result of the failure interest in and to assign such Unassigned Contract and shall, at ClosingBuyer's request, execute and deliver any further instruments of conveyance, assignment and transfer with respect to such Unassigned Contract. Once consent for the assignment of Buyer shall thereupon agree to assume and perform all Liabilities and obligations arising under such Unassigned Contract is obtainedafter the date of such consent, Seller shall assign at which time such Unassigned Contract to Buyershall be deemed an Acquired Contract, without payment or further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. The arrangement described in this Section 6.9 shall terminate on the earlier of the date on which If (i) a consent to the assignment of the an Unassigned Contract is obtained, not obtained or if an attempted assignment is ineffective for any other reason and (ii) (x) Buyer consummates other arrangements requests that it not receive the benefits thereof or (y) an arrangement to provide such benefits is not feasible, Seller, in consultation with the party Buyer, shall terminate or parties under wind-up such Unassigned Contract providing for Buyer’s provision of services to such party or parties and the complete release of Buyer shall reimburse Seller for the future provision of services all reasonable costs and expenses incurred by Seller as a result thereof. Subject to such party or parties or (iii) such Unassigned Contract terminates. Notwithstanding the foregoingits compliance with this Section 6.6, 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 liability whatsoever to compensate Buyer for arising out of or relating to the value, if any, failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the benefit it fails to receive termination of any Contract 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 Sectionthereof.

Unassigned Contracts. Notwithstanding any other provision hereofIf an Assumed Contract to which clause 11 applies is not assigned to the Buyer under clause 11.2 (Unassigned Contracts), this Agreement shall not constitute nor require an assignment then pending its assignment, or until it ends or is terminated, then: (a) the Seller must: (i) hold the Benefits of the Unassigned Contract on trust for the benefit of Buyer; (ii) account to the Buyer promptly after receipt by it for the value of any contract if an attempted assignment Benefit of the Unassigned Contracts that arise (or relates to the period) from Completion; (iii) enforce the Unassigned Contract against any Contract Counterparty in the manner that the Buyer directs (and promptly following such contract direction) from time to time, at the expense of the Buyer; (iv) at the request and expense of and with the assistance of the Buyer, use its reasonable endeavours to perform any obligation of it under the Assumed Contracts which arises (or relates to the period) from Completion which the Buyer cannot lawfully assume, perform or observe; (v) fully cooperate with the Buyer in any reasonable arrangements designed to provide for the Buyer the Benefits of the Assumed Contract subject to the Buyer assuming the burden of the Assumed Contract, including for a Property Lease, the Seller granting a sublease of the Property Lease or granting a licence to occupy the relevant Property; and (vi) not agree to any termination, amendment or variation of or waiver of any of the Seller’s rights under the Unassigned Contract without the consent prior written approval 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; and (b) the 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 contractmust, to the extent not inconsistent with the terms of this Agreement; providedit lawfully can, howeverassume, 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 perform and observe all obligations of the economic and other benefits of such Seller under the Unassigned Contracts that Buyer is denied which are due to be performed (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 relate to the assignment of the Unassigned Contract is obtained, (iiperiod) 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 Sectionafter Completion.