Common use of Alternative to Assignment Clause in Contracts

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Business Contracts as described in Section 8.8(c), or if such attempted assignment would give rise to any right of termination, or would otherwise adversely affect the rights of Seller or Buyer under such Business Contract, or would not assign all Seller's rights thereunder at the Closing and provided Buyer waives Section 7.1(e) (if applicable) with respect thereto, from and after the Closing, Seller and Buyer shall continue to cooperate and use reasonable best efforts to obtain all consents and approvals required to provide Buyer with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use reasonable best efforts (but without the expenditure, in the aggregate, of any material sum) to (i) provide to Buyer, at the request of Buyer, the benefits of any such Business Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Business Contract against any third Person (including any Governmental or Regulatory Body) including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer. To the extent that Buyer is provided the benefits of any Business Contract referred to herein (whether from Seller or otherwise), Buyer shall perform on behalf of Seller and for the benefit of any third Person (including any Governmental or Regulatory Body) the obligations of Seller thereunder or in connection therewith. Buyer agrees to pay, perform and discharge, and indemnify Seller against and hold harmless from, all Liabilities of Seller relating to such performance or failure to perform, and in the event of a failure of such indemnity, Seller shall cease to be obligated under this Agreement with respect to the Business Contract which is the subject of such failure.

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Business Assumed Contracts as described in Section 8.8(c8.7(b), or if such attempted assignment would give rise to any right of terminationtermination on the part of the other party to such Assumed Contract, or would otherwise materially and adversely affect the rights of Seller or Buyer under such Business Assumed Contract, or would not assign all of Seller's ’s rights thereunder at the Closing and provided Buyer waives Section 7.1(e9.1(d) (if applicable) with respect thereto, from and after the Closing, Seller and Buyer shall continue to cooperate and use reasonable best efforts to obtain all consents and approvals required to provide Buyer with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use reasonable best efforts (but without efforts, at the expendituresole expense and liability of Buyer, in the aggregate, of any material sum) to (i) provide to Buyer, at the request of Buyer, the benefits of any such Business Assumed Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Business Assumed Contract against any third Person (including any Governmental or Regulatory BodyEntity) including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer. To the extent that Buyer is provided the benefits of any Business Assumed Contract referred to herein (whether from Seller or otherwise), Buyer shall perform perform, at its sole expense and liability, on behalf of Seller and for the benefit of any third Person (including any Governmental or Regulatory BodyEntity) the obligations of Seller thereunder or in connection therewith. To the extent that Buyer agrees is provided the benefits of any Assumed Contract referred to pay, perform herein (whether from Seller or otherwise) and discharge, and indemnify Seller against and hold harmless from, all Liabilities Buyer performs on behalf of Seller relating to such performance and for Seller thereunder or failure to perform, and in the event of a failure of such indemnityconnection therewith, Seller shall cease to be obligated under this Agreement with respect to the Business Contract which is the subject acknowledges and agrees that it will not charge Buyer for any general administrative costs or any additional profit margin of such failureSeller thereunder or in connection therewith.

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Business Contracts as described in Section 8.8(c8.9(c), or if such attempted assignment would give rise to any right of termination, or would otherwise adversely affect the rights of Seller or Buyer under such Business Contract, or would not assign all Seller's rights thereunder at the Closing and provided Buyer waives Section 7.1(e7.1(d) (if applicable) with respect thereto, from and after the Closing, Seller and Buyer shall continue to cooperate and use all reasonable best efforts to obtain all consents and approvals required to provide Buyer with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use all reasonable best efforts (but without the expenditure, in the aggregate, of any material sum) to (i) provide to Buyer, at the request of Buyer, the benefits of any such Business Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Business Contract against any third Person (including any Governmental or Regulatory Body) including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer. To the extent that Buyer is provided the benefits of any Business Contract referred to herein (whether from Seller or otherwise), Buyer shall perform on behalf of Seller and for the benefit of any third Person (including any Governmental or Regulatory Body) the obligations of Seller thereunder or in connection therewith. Buyer agrees to pay, perform and discharge, and indemnify Seller against and hold harmless from, all Liabilities of Seller relating to such performance or failure to perform, and in the event of a failure of such indemnity, Seller shall cease to be obligated under this Agreement with respect to the Business Contract which is the subject of such failure.

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Business Assumed Contracts as described in Section 8.8(c7.7(b), or if such attempted assignment would give rise to any right of terminationtermination on the part of the other party to such Assumed Contract, or would otherwise materially and adversely affect the rights of Seller or Buyer under such Business Assumed Contract, or would not assign all of Seller's ’s rights thereunder at the Closing and provided Buyer waives Section 7.1(e8.1(e) (if applicable) with respect thereto, from and after the Closing, Seller and Buyer shall continue to cooperate and use reasonable best efforts to obtain all consents and approvals required to provide Buyer with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use reasonable best efforts (but without the expenditure, individually or in the aggregate, of any material sum) to (i) provide to Buyer, at the request of Buyer, the benefits of any such Business Assumed Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Business Assumed Contract against any third Person (including any Governmental or Regulatory BodyEntity) including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer. To the extent that Buyer is provided the benefits of any Business Assumed Contract referred to herein (whether from Seller or otherwise), Buyer shall perform on behalf of Seller and for the benefit of any third Person (including any Governmental or Regulatory BodyEntity) the obligations of Seller thereunder or in connection therewith. To the extent that Buyer agrees is provided the benefits of any Assumed Contract referred to pay, perform herein (whether from Seller or otherwise) and discharge, and indemnify Seller against and hold harmless from, all Liabilities Buyer performs on behalf of Seller relating to such performance and for Seller thereunder or failure to perform, and in the event of a failure of such indemnityconnection therewith, Seller shall cease to be obligated under this Agreement with respect to the Business Contract which is the subject acknowledges and agrees that it will not charge Buyer for any general administrative costs or any additional profit margin of such failureSeller thereunder or in connection therewith.

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Business Assumed Contracts as described in Section 8.8(c6.7(b), or if such attempted assignment would give rise to any right of terminationtermination on the part of the other party to such Assumed Contract, or would otherwise adversely affect the rights of Seller or Buyer Purchaser under such Business Assumed Contract, or would not assign all of Seller's ’s rights thereunder at the Closing and provided Buyer Purchaser waives Section 7.1(e8.3(e) (if applicable) with respect thereto, from and after the Closing, Seller and Buyer Purchaser shall continue to cooperate and use commercially reasonable best efforts to obtain all consents and approvals required to provide Buyer Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use commercially reasonable best efforts (but without the expenditure, in the aggregate, of any material sum) to (i) provide to BuyerPurchaser, at the request of BuyerPurchaser, the benefits of any such Business Assumed Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer Purchaser and (iii) enforce, at the request of and for the account of BuyerPurchaser, any rights of Seller arising from any such Business Assumed Contract against any third Person (including any Governmental or Regulatory BodyAuthority) including the right to elect to terminate in accordance with the terms thereof upon the advice of BuyerPurchaser. To the extent that Buyer Purchaser is provided the benefits of any Business Assumed Contract referred to herein (whether from Seller or otherwise), Buyer Purchaser shall perform on behalf of Seller and for the benefit of any third Person (including any Governmental or Regulatory BodyAuthority) the obligations of Seller thereunder or in connection therewith. Buyer agrees The parties agree to pay, perform and discharge, and indemnify Seller against and hold harmless from, all Liabilities the additional matters regarding assignment set forth on Section 6.7(c) of Seller relating to such performance or failure to perform, and in the event of a failure of such indemnity, Seller shall cease to be obligated under this Agreement Disclosure Schedule with respect to the Business Contract which is the subject of such failurecertain Assumed Contracts.