Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract or other Asset, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).
Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their reasonable best efforts to obtain the consent of the other parties to any such Strategix Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto.
Assignment of Contracts and Rights. Anything in this Agreement to the ---------------------------------- contrary notwithstanding, this Agreement will not constitute an agreement to assign any Claim, Contractual Obligation, Governmental Authorization, Lease, Private Authorization, commitment, sales, service or purchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if the Merger or the Transactions would be deemed an attempted assignment thereof without the required consent of a third party thereto and would constitute a breach thereof or in any way affect the rights of VIALOG, VIALOG Merger Subsidiary or the Company thereunder. If such consent is not obtained, or if consummation of the Merger and the Transactions would affect the rights of the Company thereunder so that the Surviving Corporation would not in fact receive all such rights, the Company will cooperate with VIALOG in any arrangement designed to provide for the benefits thereof to the Surviving Corporation, including subcontracting, sub-licensing or subleasing to the Surviving Corporation or enforcement for the benefit of the Surviving Corporation of any and all rights of the Company or its Subsidiaries against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Any assumption by the Surviving Corporation of the Company's rights thereunder by operation of law in connection with the Merger which will require the consent or approval of any third party will be made subject to such consent or approval being obtained.
Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Station Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Asset or in any way adversely affect the rights of Buyer or the Seller or any of their respective Affiliates thereunder. The Seller and Buyer shall use their commercially reasonable efforts to obtain such consents after the execution of this Agreement until each such consent is obtained. If any such consent is not obtained prior to the Closing Date, the Seller and Buyer shall use their commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. The Seller and Buyer will cooperate in a mutually-agreeable arrangement under which Buyer will obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, occupancy and use agreements or sub-leasing to Buyer or its Affiliates and enforcement by the Seller for the benefit of Buyer or its Affiliates, as applicable, of any and all rights of the Seller and its Affiliates against a third party thereto. Notwithstanding the foregoing, none of the Seller, Buyer or any of their respective Affiliates shall be required to pay consideration to any third party to obtain any consent.
Assignment of Contracts and Rights. 9.1 This Agreement shall not constitute an agreement to assign any Purchased Asset or any claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Buyer thereunder.
Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereof, without the approval of a party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignment. Each Parent Party shall use its reasonable best efforts (which shall not require any payment of money) to obtain the approval of the other parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described therein.
Assignment of Contracts and Rights. (a) With respect to any Contract and any claim, right or benefit arising thereunder or resulting therefrom, promptly after the date hereof, to the extent requested by Buyer, Seller will use its best efforts to obtain the written consent of the other parties to any such Contract for the assignment thereof to Buyer or written confirmation from such parties confirming that such consent is not required in form and substance reasonably satisfactory to Buyer.
Assignment of Contracts and Rights. Prior to the Closing, the Sellers shall use commercially reasonable efforts, and Purchaser shall reasonably cooperate with such efforts, to obtain at the earliest practicable date all Consents of third parties related to the consummation of the transactions contemplated hereby and by the Transaction Documents, and the Sellers shall provide to Purchaser copies of each such Consent as such Consents are obtained; provided, that Purchaser shall be under no obligation to pay any Person in order to obtain such Person’s consent. The Sellers shall be responsible for any reasonable out-of-pocket costs required to obtain the Consents for the Purchased Contracts; provided, that the Sellers shall be under no obligation to pay a third party in order to obtain such third party’s consent. To the extent that (a) the assignment of any such Purchased Contract requires the Consent of another party that is not obtained prior to Closing, (b) Sellers acknowledge in writing their inability to obtain the Consent prior to Closing, and (c) the Purchased Contract requiring such Consent is specified on Section 3.2(b)(v) of the Sellers’ Disclosure Schedule as a Consent that any of the Sellers must obtain, then (x) such Purchased Contract will not be transferred or assigned at Closing (each such Purchased Contract, a “Deferred Purchased Contract”) and (y) the Sellers will continue to use commercially reasonable efforts, and Purchaser shall reasonably cooperate with such efforts, to obtain any such Consent and/or remove any other impediments to the transfer or assignment of such Deferred Purchased Contract at the earliest practicable date and shall transfer or assign such Deferred Purchased Contract within one (1) Business Day after receipt of such Consent. Until the time of assignment of a Deferred Purchased Contract (each such period, a “Deferred Purchased Contract Period”), such Seller shall provide Purchaser the benefits of such Deferred Purchased Contract, cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and allow Purchaser to perform its obligations under the Assumed Liabilities, to the same extent as if the Deferred Purchased Contract were transferred or assigned to Purchaser at Closing. Each Party shall bear its own administrative expenses incurred in connection with any such arrangement during a Deferred Purchased Contract Period. Until the time of assignment or termination of a Deferred Purchased Contract, such Seller shall, at...
Assignment of Contracts and Rights. To the extent that assignment ---------------------------------- hereunder by JWS to the Water Authority of any Contract or license is not permitted or is not permitted without the consent of a third party, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of, or cause a loss of benefits under, any such Contract or license, and the Water Authority shall not assume any obligation or liability thereunder. JWS shall use its best efforts to obtain any and all such consents required for assignment of any Contracts and licenses included in the Acquired Assets (without having to pay any consideration therefor). JWS shall advise the Water Authority promptly in writing with respect to any Contract or license which it knows or has reason to believe will not receive any required consent. Without in any way limiting JWS's obligation to seek to obtain all consents and waivers necessary for the acquisition by the Water Authority of any Contracts and licenses included in the Acquired Assets, if such consent is not obtained or if such assignment is not permitted irrespective of consent, JWS shall cooperate with the Water Authority in any reasonable arrangement designed to provide for the Water Authority the benefit under such Contract or license, as the case may be, including enforcement for the benefit of the Water Authority of any or all rights of JWS against any other person arising out of breach or cancellation by such other person and including, if so requested by the Water Authority, acting as an agent on behalf of the Authority, or as the Water Authority shall otherwise reasonably require; and any transfer or assignment to the Water Authority by JWS of any property or property rights or any Contract or agreement that shall require the consent or approval of any third party, shall be made subject to such consent or approval being obtained.
Assignment of Contracts and Rights. Prior to Closing, Seller and Elecsys will give notices to third parties of the transfer of the Assets contemplated by this Agreement and will use commercially reasonable efforts to obtain the Consents. After the Closing Date, Seller, Elecsys, with respect to the Business, and Buyer will cooperate and will each use commercially reasonable efforts to obtain any Consents that are not obtained prior to the Closing Date and that are subject to Buyer's waiver, granted in its sole discretion, of the relevant closing condition herein. Anything to the contrary notwithstanding, this Agreement shall not operate to assign any Asset or Contract, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach, default or other contravention thereof or in any way adversely affect the rights of Seller or Buyer thereunder. In the event that a Consent required to assign any Contract is not obtained on or prior to the Closing Date, then, subject always to the terms of the applicable Contract and to the extent permitted by law, the parties will use their best efforts to (i) provide to Buyer the benefits of the applicable Contract to the extent related to the Business, (ii) relieve Seller, or Elecsys, with respect to the Business, to the extent possible, of the performance obligations of the applicable Contracts, (iii) cooperate in any reasonable and lawful arrangement designed to provide the benefits to Buyer, including entering into subcontracts for performance, and (iv) enforce at the request of Buyer and for the account of Buyer any rights of Seller or Elecsys, with respect to the Business, arising from any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of Buyer).
