Assignment Order. To the extent that any Assigned Contract (other than any Additional Non-Assignment Order Assigned Contract) is not assignable without the consent of the counterparty or any other Person and such consent has not been obtained prior to the date that the Vendors file the motion for the Assignment Order (unless such consent is obtained prior to the first scheduled hearing date of the motion for the granting of the Assignment Order), (i) the Vendors’ rights, benefits and interests in, to and under such Assigned Contract shall be conveyed to the Purchaser (or its Designated Affiliate, as applicable) pursuant to the Assignment Order, (ii) the Vendors will use commercially reasonable efforts to obtain the Assignment Order in respect of such Assigned Contract on or prior to the Approval and Vesting Order Deadline Date, in form and substance acceptable to the Purchaser, acting reasonably, and (iii) if the Assignment Order is obtained in respect of such Assigned Contract, in form and substance acceptable to the Purchaser, acting reasonably, the Purchaser (or its Designated Affiliate, as applicable) shall accept the assignment of such Assigned Contract on such terms. For greater certainty, the form of Assignment Order attached as Schedule “A-1” hereto is acceptable to the Purchaser in both form and substance and shall not relate to any Additional Non-Assignment Order Assigned Contract.
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