Common use of Assignment of Contracts and Permits Clause in Contracts

Assignment of Contracts and Permits. (a) Subject to the terms and conditions of this Agreement, Seller will assign and transfer to Buyer, and Buyer will accept and assume from Seller, effective as of Closing, Seller's right, title and interest in and to, the Assigned Contracts and all of the Permits save for the Retained Japanese Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, without the consent of a Third Party thereto, would constitute a breach or violation thereof or is otherwise prohibited. If such consent is required or if an attempted assignment is ineffective, Seller shall use its commercially reasonable efforts to secure such consent as soon as possible after Closing and, pending receipt of such consent shall cooperate with Buyer to provide for Buyer the benefits under any such Assigned Contract or Permit. (b) In relation to those Contracts (other than the Assigned Contracts and the ▇▇▇▇▇▇ Agreement) copies of which are received by Buyer from Seller prior to Closing, Seller is free to terminate any such Contract. In Seller's sole discretion, Seller may, within sixty (60) days after Closing, present to Buyer any Contract regarding the Product or Acquired Assets for Buyer's consideration to assume. If Buyer provides written notice to Seller within ten (10) Business Days of such presentation by Seller that Buyer desires to assume said Contract, Seller will cooperate to effect such assignment of the Contract to Buyer. Any Contract so assumed shall be deemed to be an Assigned Contract as of Closing for the purposes of this Agreement and Exhibit B shall be deemed to be amended accordingly.

Assignment of Contracts and Permits. (a) Subject to the terms and conditions of this Agreement, Seller will assign and transfer to BuyerBuyers, and Buyer Buyers will jointly accept and assume from Seller, effective as of Closingthe Closing Date, Seller's ’s right, title and interest in and to, the Assigned Contracts and all of the Permits save for included among the Retained Japanese Rights. Acquired Assets, in each case to the extent (and only to the extent) such rights and obligations comprise Assumed Liabilities or Acquired Assets, provided that, in the event that any Required Consent has not been obtained as of the Closing Date, Seller will, in accordance with Section 6.1 of the Agreement, use its Commercially Reasonable Efforts to obtain such Required Consents as soon as possible after the Closing Date. (b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, without the consent of a Third Party thereto, would constitute a breach or violation thereof or is otherwise prohibited. If such consent is required or if an attempted assignment or transfer is ineffective, Seller shall use its commercially reasonable efforts Commercially Reasonable Efforts to secure such consent as soon as possible after Closing and, pending receipt of such consent shall cooperate with Buyer Buyers to provide for Buyer the benefits under any such Assigned Contract or Permit. (b) In relation to those Contracts (other than , with the Assigned Contracts and the ▇▇▇▇▇▇ Agreement) copies expense of which are received by Buyer from Seller prior to Closing, Seller is free to terminate any such Contract. In Seller's sole discretion, Seller may, within sixty (60) days after Closing, present to Buyer any Contract regarding the Product or Acquired Assets for Buyer's consideration to assume. If Buyer provides written notice to Seller within ten (10) Business Days of such presentation by Seller that Buyer desires to assume said Contract, Seller will cooperate to effect such assignment of the Contract to Buyer. Any Contract so assumed shall be deemed cooperation to be an Assigned Contract as of Closing for the purposes of this Agreement and Exhibit B shall be deemed to be amended accordinglyborne by Buyers.