Common use of Assignment of Contracts and Licenses Clause in Contracts

Assignment of Contracts and Licenses. (a) Subject to the applicable provisions of the Sale Order and the other terms and conditions of this Agreement, as soon as possible (but in no event prior to the Initial Closing Date) after any Contract (including any IP License) is listed on Exhibit 1 to Schedule 2.2(a) (as revised from time to time pursuant to Section 2.3), (i) the Sellers that are Debtors shall assume and assign to Buyer or its designees, and Buyer or its designees shall take assignment of, all of each such Seller’s title, right and interest in and to each such Assumed Contract, free and clear of any and all Liens and Excluded Liabilities, and (ii) the Sellers that are not Debtors shall assign to Buyer or its designees, and Buyer or its designees shall take assignment of, all of each such Seller’s title, right and interest in and to each such Assumed Contract, free and clear of any and all Liens and Excluded Liabilities. (b) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assumed Contract or Assumed IP License if pursuant to Section 365 of the Bankruptcy Code (if applicable) or other applicable law, an assignment thereof requires the consent of a third party thereto and such consent is not obtained at or prior to the applicable Closing, in which case the provisions of Sections 2.7, 8.4 and 8.5(a) shall apply; provided, that (x) this sentence shall not limit or otherwise affect the terms of Section 5.5, and (y) the Sellers shall provide to Buyer, by whatever measures are necessary, the equivalent of the entire benefit Buyer would have realized from the assignment of such Assumed Contract or Assumed IP License to Buyer.

Assignment of Contracts and Licenses. (a) Subject to the applicable provisions of the Sale Order and the other terms and conditions of this Agreement, as soon as possible (but in no event prior to the Initial Closing Date) after any Contract (including any IP License) is listed on Exhibit 1 to Schedule 2.2(a) (as revised from time to time pursuant to Section 2.3), (i) the Sellers that are Debtors shall assume and assign to Buyer or its designees, and Buyer or its designees shall take assignment of, all of each such Seller’s 's title, right and interest in and to each such Assumed Contract, free and clear of any and all Liens and Excluded Liabilities, and (ii) the Sellers that are not Debtors shall assign to Buyer or its designees, and Buyer or its designees shall take assignment of, all of each such Seller’s 's title, right and interest in and to each such Assumed Contract, free and clear of any and all Liens and Excluded Liabilities. (b) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assumed Contract or Assumed IP License if pursuant to Section 365 of the Bankruptcy Code (if applicable) or other applicable law, an assignment thereof requires the consent of a third party thereto and such consent is not obtained at or prior to the applicable Closing, in which case the provisions of Sections 2.7, 8.4 and 8.5(a) shall apply; provided, that (x) this sentence shall not limit or otherwise affect the terms of Section 5.5, and (y) the Sellers shall provide to Buyer, by whatever measures are necessary, the equivalent of the entire benefit Buyer would have realized from the assignment of such Assumed Contract or Assumed IP License to Buyer.