Assignment of Assumed Contracts. Seller shall use its commercially reasonable efforts to obtain and deliver to Buyer within 30 Business Days after the Closing Date, all third Person consents that are necessary for the assignment and transfer of the Assumed Contracts and any other Asset to Buyer without any material change in their respective terms, unless such changes are reasonably acceptable to Buyer. If Seller is unable to obtain any such third Person consent, then, at the direction of Buyer, Seller shall (each of the below alternatives, an “Assignment Alternative”):
Assignment of Assumed Contracts. Effective as of the Closing, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer all of Seller’s right, title and interest in, to and under the CFF Agreement. Effective as of the Closing, Buyer hereby accepts the foregoing assignment. CFF hereby consents to the assignment and transfer of the CFF Agreement and all obligations of Parent under the CFF Agreement to Buyer.
Assignment of Assumed Contracts. (a) Sellers shall use their reasonable best efforts to obtain and deliver to Buyer promptly upon receipt, but not later than 30 days after the Closing Date, all third Person consents that are necessary for the assignment and transfer of the Assumed Contracts and any other Asset to Buyer without any material change in their respective terms, unless such changes are reasonably acceptable to Buyer, including landlord consents in substantially the form described in Section 1.8(d). If Sellers are unable to obtain any such third Person consent, Sellers shall use their reasonable best efforts to cause such third Person to enter into a new agreement with Buyer upon terms and conditions substantially similar to the applicable agreement between the third Person and Sellers. In addition, with respect to each agreement relating to the Business to which Sellers have provided staffing services at any time prior to January 1, 2022, and which is not an Assumed Contract (each, a “Non-Assumed Customer Contract”), in the event that the customer under such Non-Assumed Customer Contract requests staffing services from the Business following the Closing Date, then Sellers and Buyer will use commercially reasonable efforts to assign such Non-Assumed Customer Contract to the Buyer, novate such Non-Assumed Customer Contract to Buyer for no additional consideration, or cause such customer to enter into a new agreement with Buyer.
Assignment of Assumed Contracts. IGI shall have caused the Assumed Contracts to be assigned to GMC and shall deliver to GMC evidence of such assignments, in form and substance satisfactory to GMC.
Assignment of Assumed Contracts. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells and assigns to Buyer, and its successors and assigns, all of Seller’s right, title and interest in, to and under the Assumed Contracts.
Assignment of Assumed Contracts. The consent to the assignment of Assumed Contracts had not been made a condition to Closing and each party agrees to use reasonable efforts to cooperate in securing an assignment of those Assumed Contracts subsequent to Closing and not later than one hundred twenty (120) days (the "CONSENT PERIOD") from and after the Closing. The responsibility for securing the consent to the assignment will be a joint effort of Sellers and Buyers. Parties shall agree on form of Consent. Sellers, at their option, may endeavor to secure a novation of the Assumed Contracts. Sellers will remain the nominal billing entity and will support the collection of Accounts Receivable to be transmitted to Buyers without charge to Buyers. Buyers shall be entitled to the benefits of such Assumed Contracts after the Closing Date to the extent that Sellers may provide Buyers with such benefits without violating the terms of such Assumed Contracts. Buyers agree to perform at their sole expense all of the obligations of Sellers to be performed under such Assumed Contracts, the benefit of which Buyers are receiving after the Closing Date. In the event, despite the exercise of reasonable efforts, Buyers and Sellers are unable to secure a consent to the assignment of an Assumed Contract during the Consent Period, Buyers shall perform, on behalf of Sellers, on a subcontract basis, the obligations of Sellers, and Sellers will transfer payments received from customers to Buyers without charge to Buyers. Buyers further agree that they will not expand any of the Assumed Contracts, but may extend them if the customer requires this as a condition to consenting to the assignment. Buyers further agree to enter into a new contract with customers upon completion of the existing contracts.
Assignment of Assumed Contracts. (a) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers hereby assign, convey, transfer and deliver to Buyer all of Sellers' rights and privileges under each of the Assumed Contracts listed in Schedule 4.15(a) hereto.
Assignment of Assumed Contracts. 9 SECTION 4.04
Assignment of Assumed Contracts. The Seller shall use its best efforts to cause to be fully and effectively assigned to the Buyer the Assumed Contracts listed on SCHEDULE 1.01(d), to the extent not assigned prior to the Closing Date, within thirty (30) days after the Closing Date.
Assignment of Assumed Contracts. (a) Nothing in this Agreement is to be construed as an attempt to assign any Assumed Contract or Lease (or any benefits or obligations thereunder) which is not assignable in whole or in part without all necessary Consents, unless such Consents have been obtained. In accordance with the provisions of Section 9.7, the Seller shall use its commercially reasonable efforts to obtain such Consents and the Purchaser shall cooperate with the Seller in obtaining such Consents. Whether or not the Consents are obtained, the Seller shall take all actions described in Section 2.3(b) to preserve the full benefit of the Assumed Contracts and Leases for the Purchaser.
