Common use of Assigned Contracts Clause in Contracts

Assigned Contracts. Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Such Credit Party shall notify Agent in writing, promptly after such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Contracts. If an Event of Default then exists, Agent may, and at the direction of Required Lenders shall, directly enforce such right in its own or such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as Agent shall determine. In any suit, proceeding or action brought by Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities shall indemnify and hold Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties shall be and remain enforceable only against the Credit Parties and shall not be enforceable against Agent or Lender. Notwithstanding any provision hereof to the contrary, the Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and Agent’s exercise of any of its rights with respect to the Collateral shall not release the Credit Parties from any of such duties and obligations. Neither Agent nor any Lender shall be obligated to perform or fulfill any of any Credit Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party The Grantor shall fully perform all of its obligations under each of its the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Such Credit Party Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify Agent the Lender in writing, promptly after such Credit Party the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If an Event of the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, Agent may, and at the direction of Required Lenders shall, Lender may directly enforce such right in its own or such Credit Partythe Grantor’s name and may enter into such settlements or other agreements with respect thereto as Agent the Lender shall determine. In any suit, proceeding or action brought by Agent the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities Grantor shall indemnify and hold Agent the Lender and Lenders Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Credit Party the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties Grantor to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties Grantor shall be and remain enforceable only against the Credit Parties Grantor and shall not be enforceable against Agent or the Lender. Notwithstanding any provision hereof to the contrary, the Credit Parties Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and Agentthe Lender’s exercise of any of its rights with respect to the Collateral shall not release the Credit Parties Grantor from any of such duties and obligations. Neither Agent nor any The Lender shall not be obligated to perform or fulfill any of any Credit Partythe Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party The Debtor shall fully perform all of its obligations under each of its the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, in each casethe Debtor shall take all action reasonably necessary or appropriate, as it deems appropriate in its business judgmentdetermined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. Such Credit Party The Debtor shall notify Agent the Secured Party in writing, promptly after such Credit Party the Debtor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, Agent may, and at the direction of Required Lenders shall, Secured Party may directly enforce such right in its own or such Credit Party’s the Debtor's name and may enter into such settlements or other agreements with respect thereto as Agent the Secured Party, shall determine. In any suit, proceeding or action brought by Agent the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities Debtor shall indemnify indemnify, defend and hold Agent and Lenders the Secured Party harmless from and against all expenseexpense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Credit Party the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties Debtor to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties Debtor under an Assigned Contract shall be and remain enforceable only against the Credit Parties Debtor and shall not be enforceable against Agent or Lenderthe Secured Party. Notwithstanding any provision hereof to the contrary, the Credit Parties Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under its the Assigned Contracts, and Agent’s the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Credit Parties Debtor from any of such duties and obligations. Neither Agent nor any Lender The Secured Party shall not be obligated to perform or fulfill any of any Credit Party’s the Debtor's duties or obligations under its the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.