Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. (a) With respect to any Contract and any claim, right or benefit arising thereunder or resulting therefrom, promptly after the date hereof, to the extent requested by Buyer, Seller will use its best efforts to obtain the written consent of the other parties to any such Contract for the assignment thereof to Buyer or written confirmation from such parties confirming that such consent is not required in form and substance reasonably satisfactory to Buyer. (b) If (i) such consent, waiver or confirmation is not obtained with respect to any such Contract and (ii) Buyer shall elect to consummate the Closing, Seller and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.05.

Assignment of Contracts and Rights. (a) With respect to any material Contract and any claim, right or benefit arising thereunder or resulting therefromtherefrom that constitute Transferred Assets, promptly after the date hereof, to the extent requested by Buyer, Seller will use its best reasonable efforts to obtain the written consent of the other parties to any such Contract for to the assignment thereof to Buyer or written confirmation from such parties reasonably satisfactory in form and substance to Buyer confirming that such consent is not required in form and substance reasonably satisfactory to Buyerrequired. (b) If (i) such consent, waiver or confirmation is not obtained with respect to any such Contract and (iinotwithstanding the provisions of Section 8.01(c) Buyer shall elect elects to consummate the Closing, Seller and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.052.05(b).

Assignment of Contracts and Rights. (a) With respect to any Assumed Contract as to which the terms thereof require the consent of a third party for the assignment of such Assumed Contract to Buyer and any claim, right such consent has not been obtained on or benefit arising thereunder or resulting therefrom, before the Closing Date: (a) promptly after the date hereof, to the extent requested by Buyer, Seller will use its commercially reasonable best efforts to obtain the written consent of the other parties to any such Assumed Contract for the assignment thereof to Buyer or written confirmation from of such parties confirming that such consent is not required in form and substance reasonably satisfactory Contract to Buyer.; and (b) If (i) such consent, waiver or confirmation is not obtained with respect to any such Contract and (ii) Buyer shall elect to consummate the Closing, Seller and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Transferred Asset such Assumed Contract or any claim, right or benefit arising thereunder not transferred until the transfer thereof to Buyer pursuant to this Section 2.052.5.

Assignment of Contracts and Rights. (a) With respect to any Contract and any claim, right or benefit arising thereunder or resulting therefromtherefrom that constitutes a Transferred Asset, promptly after the date hereofClosing Date, to the extent requested by Buyer, Seller Sellers will use its best reasonable efforts to obtain the written consent of the other parties to any such Contract for to the assignment thereof to Buyer or written confirmation from such parties reasonably satisfactory in form and substance to Buyer confirming that such consent is not required in form and substance reasonably satisfactory to Buyerrequired. (b) If (i) such consent, waiver or confirmation is not obtained with respect to any such Contract and (ii) Buyer shall elect to consummate the ClosingContract, Seller Sellers and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller Sellers under which Buyer would obtain, to the extent practicable, the claims, rights and benefits thereof and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller Sellers would enforce for the benefit of Buyer, with Buyer assuming Seller's Sellers' obligations, any and all claims, rights and benefits of Seller Sellers against a third party thereto. Seller Sellers will promptly pay to Buyer when received all monies received by Seller Sellers under any Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.052.7(b).

Assignment of Contracts and Rights. (a) With respect to any material Contract and any claim, right or benefit arising thereunder or resulting therefromtherefrom that constitute Transferred Assets, promptly after the date hereof, to the extent requested by Buyer, Seller Stockholders and Sellers will use its their respective best efforts to obtain the written consent of the other parties to any such Contract for to the assignment thereof to Buyer or written confirmation from such parties reasonably satisfactory in form and substance to Buyer confirming that such consent is not required in form required. In this regard, Stockholders' and substance reasonably satisfactory to BuyerSellers' best efforts will not include the payment of money. (b) If (i) such consent, waiver or confirmation is not obtained with respect to any such Contract and (iinotwithstanding the provisions of Section 8.01(b) Buyer shall elect elects to consummate the Closing, Seller Sellers and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller Sellers under which (i) Buyer would will obtain, to the extent practicable, the claims, rights and benefits under such Contact and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would (ii) Sellers will enforce for the benefit of Buyer, with Buyer assuming Seller's obligationsSellers' obligations to be performed after the Closing Date, any and all claims, rights and benefits of Seller Sellers against a third party thereto. Seller Sellers will promptly pay to Buyer when received all monies received by Seller Sellers under or with regard to any Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.052.05(b).

Assignment of Contracts and Rights. (a) With respect to any material Contract and any claim, right or benefit arising thereunder or resulting therefromtherefrom that constitutes a Transferred Asset, promptly after the date hereof, to the extent requested by Buyer, Seller will use its best reasonable efforts to obtain the written consent of the other parties to any such Contract for to the assignment thereof to Buyer or written confirmation from such parties reasonably satisfactory in form and substance to Buyer confirming that such consent is not required in form and substance reasonably satisfactory to Buyerrequired. (b) If (i) such consent, waiver or confirmation is not obtained with respect to any such Contract and (ii) Buyer shall elect to consummate the ClosingContract, Seller and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to the extent practicable, the claims, rights and benefits benefits, and assume the corresponding obligations obligations, thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.052.5(b).

Assignment of Contracts and Rights. (a) With Except as provided in Section 5.4(b), with respect to any Assumed Contract and any claim, right or benefit arising thereunder or resulting therefrom, promptly after the date hereof, to the extent requested required by Buyerthe terms of the Assumed Contract, each Seller will use its best commercially reasonable efforts to obtain the written consent of the other parties to any such Assumed Contract for the assignment thereof to Buyer or written confirmation from such parties confirming that such consent is not required Buyers in form and substance reasonably satisfactory to BuyerBuyers. (b) If (i) such consent, waiver or confirmation consent is not obtained with respect to any such Assumed Contract and (ii) Buyer shall Buyers elect to waive the conditions in Section 6.2(d) with respect to such Assumed Contract and agree to consummate the Closing, applicable Seller and Buyer Buyers shall cooperate in an arrangement reasonably satisfactory to Buyer Buyers and such Seller under which Buyer Buyers would obtain, to the extent practicable, the claims, rights and benefits with respect to such Assumed Contract and assume the Assumed Liabilities (but no Excluded Liabilities) associated therewith and corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all claims, rights and benefits of Seller against a third party theretoobtained by Buyers. In such event, such Seller will promptly pay to Buyer when received Buyers all monies received by such Seller under any Transferred Acquired Asset or any claim, right or benefit arising thereunder not transferred to Buyer Buyers pursuant to this Section 2.052.5.

Assignment of Contracts and Rights. (a) With respect to any Contract and any claim, right or benefit arising thereunder or resulting therefromtherefrom that constitute Transferred Assets, promptly after the date hereof, to the extent requested by Buyer, Seller will use its best efforts to obtain the written consent of the other parties to any such Contract for to the assignment thereof to Buyer or written confirmation from such parties reasonably satisfactory in form and substance to Buyer confirming that such consent is not required in form and substance reasonably satisfactory to Buyerrequired. (b) If (i) such consent, waiver or confirmation is not obtained with respect to any such Contract and (ii) notwithstanding the provisions of Section 8.01(c), Buyer shall elect to consummate the Closing, Seller and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.05.

Assignment of Contracts and Rights. (a) With respect to any material Contract and any claim, right or benefit arising thereunder or resulting therefromtherefrom that constitute Transferred Assets, promptly after the date hereof, to the extent requested by Buyer, Seller will use its best reasonable efforts to obtain the written consent of the other parties to any such Contract for to the assignment thereof to Buyer or written confirmation from such parties reasonably satisfactory in form and substance to Buyer confirming that such consent is not required in form and substance reasonably satisfactory to Buyerrequired. (b) If (i) such consent, waiver or confirmation is not obtained with respect to any such Contract and (ii) Buyer shall elect to consummate the ClosingContract, Seller and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.052.5(b).

Assignment of Contracts and Rights. (a) With respect to any material Assigned Contract and any claim, right right, or benefit arising thereunder or resulting therefrom, promptly after the date hereof, to the extent requested by upon Buyer, ’s written request Seller will use its best commercially reasonable efforts prior to the Closing to coordinate with Buyer to obtain the written consent of the other parties to any such Assigned Contract for the assignment thereof to Buyer or written confirmation from such parties confirming that such consent is not required Buyer, in form and substance reasonably satisfactory to Buyer, including with respect to leases and subleases (including any amendments, extensions, renewals, guaranties and licenses to occupy real property relating thereto) for Leased Real Property, and any landlord waivers required by Buyer’s senior lender; however, in no event shall Seller be obligated to incur any out of pocket expenses or to pay any amounts to obtain such consents or waivers. (b) If (i) such consent, waiver consent or confirmation is not obtained with respect to any such Assigned Contract prior to the Closing Date, such contract shall nevertheless be deemed to be an Assigned Contract hereunder, and (ii) Buyer shall elect to consummate the Closing, Seller and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to the extent practicable, the claims, rights rights, and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's ’s obligations, and any and all claims, rights rights, and benefits of Seller against a third party thereto. thereto and holding Seller will promptly pay to Buyer when received all monies received by Seller harmless from Buyer’s actions under any Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.05such arrangement.

Assignment of Contracts and Rights. (a) With respect In the case of any contract that is an Acquired Asset which is not by its terms assignable or transferable, the Seller agrees to any Contract and any claim, right or benefit arising thereunder or resulting therefrom, promptly after the date hereof, to the extent requested by Buyer, Seller will use its best efforts to obtain the written consent of the other parties to all consents or claim or right or any such Contract for benefit arising thereunder from the assignment thereof to Buyer or written confirmation from the Sub as the Sub may reasonably request. The Sub and the Seller shall cooperate to obtain such parties confirming that consents. If such consent is not required obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller thereunder so that the Sub would not in form and substance reasonably satisfactory to Buyer. (b) If (i) fact receive all such consentrights, waiver or confirmation is not obtained with respect to any such Contract and (ii) Buyer shall elect to consummate the Closing, Seller and Buyer shall the Sub will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Buyer and Seller under which Buyer the Sub would obtain, to obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing subleasing to Buyerthe Sub, or under which the Seller would enforce for the benefit of Buyerthe Sub, with Buyer the Sub assuming the Seller's obligationsobligations thereunder relating to the period following Closing, and any and all claims, rights and benefits of the Seller against a third party thereto. The Seller will shall promptly pay to Buyer the Sub when received all monies moneys received by the Seller under any Transferred Asset such contract or claim or right or any claim, right or benefit arising thereunder not transferred thereunder, except to Buyer pursuant to this Section 2.05the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. (a) With respect Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to assign any Contract and if an attempted assignment thereof, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any claim, right way adversely affect the rights of Buyer or benefit arising thereunder or resulting therefrom, promptly after the date hereof, to the extent requested by Buyer, Seller Company thereunder. The Company will use its reasonable best efforts to obtain the written consent of the other parties to any such Contract for the assignment thereof to Buyer or written confirmation from such parties confirming that its designated Affiliate as Buyer may request. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Buyer or the Company thereunder so that Buyer would not required in form and substance reasonably satisfactory to Buyer. (b) If (i) fact receive all rights under such consentContract, waiver or confirmation is not obtained with respect to any such Contract and (ii) Buyer shall elect to consummate the Closing, Seller Company and Buyer shall will cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller the Company would enforce enforce, at Buyer’s expense, for the benefit of Buyer, with Buyer assuming Seller's at Buyer’s expense the Company’s obligations, any and all claims, rights and benefits of Seller the Company against a third party thereto. Seller The Company will promptly pay to Buyer when received all monies received by Seller the Company under any Transferred Asset or any claimsuch Contracts, right or benefit arising thereunder not transferred to and Buyer pursuant to this Section 2.05shall pay, defend, discharge and perform all Liabilities under such Contracts.