Common use of Certain Assignments Clause in Contracts

Certain Assignments. Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment, would constitute a breach thereof or in any way adversely affect the rights of Purchaser or one of the Selling Entities thereunder. If (w) any required consent to the transfer or assignment to Purchaser of any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order is not obtained, (x) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Purchaser or one of the Selling Entities thereunder so that Purchaser would not receive substantially all of such rights, (y) a contract is assigned to Purchaser pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser to perform the contract on the terms therein provided, or threatens to terminate the contract or xxx for damages, or (z) a surety company issuing a bond to one of the Selling Entities objects to the completion of a sales order or contract included among the Purchased Assets by Purchaser, Purchaser and Sellers shall cooperate in any arrangement Purchaser may reasonably request to provide for Purchaser the benefits under such claim, contract, lease, Permit, Environmental Permit, commitment or order. Cooperation may include, without limitation, and at Purchaser's request shall include, an arrangement (a so-called "Seconding Arrangement"), to be entered into between Purchaser and one of the Selling Entities pursuant to which such Selling Entity shall nominally perform an order or contract, Purchaser shall retain the economic benefits or detriments of the order or contract and such the Selling Entity shall perform the order or contract with employees lent to such Selling Entity by Purchaser (which employees shall be treated as employees of such Selling Entity during the period of performance) and with inventory, equipment and supplies of Purchaser necessary to complete the order or contract transferred from Purchaser to such Selling Entity as required.

Certain Assignments. Target will use its best efforts to obtain any third-party consents required in connection with the sale and assignment of the Acquired Assets and the consummation of the transactions required herein, including, without limitation, those referred to in §3(c). Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any agreement, claim, commitment, contract, lease, Permitlicense, Environmental Permit, commitmentpermit, sales order or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment, would constitute a breach thereof or in any way adversely affect the rights of Purchaser Buyer or one of the Selling Entities Target thereunder. If (wi) any the required consent to the any such transfer or assignment to Purchaser of any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order is not obtained, (xii) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Purchaser Buyer or one of the Selling Entities Target thereunder so that Purchaser Buyer would not receive substantially all of such rights, (yiii) a any such agreement or contract is assigned to Purchaser Buyer pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser Buyer to perform the contract on the terms therein provided, or threatens to terminate the contract or xxx for damages, or (ziv) a surety company issuing a bond to one of the Selling Entities Target objects to the completion of a sales order or contract included among the Purchased Acquired Assets by PurchaserBuyer, Purchaser then Buyer and Sellers Target shall cooperate in any arrangement Purchaser Buyer may reasonably request to provide for Purchaser Buyer the benefits under such claim, agreement or contract, lease, Permit, Environmental Permit, commitment or order. Cooperation Such cooperation may include, without limitation, and at Purchaser's Buyer’s request shall include, an arrangement (a so-called "Seconding Arrangement"), to be entered into between Purchaser Buyer and one of the Selling Entities Target pursuant to which such Selling Entity Target shall nominally perform an order or contract, Purchaser Buyer shall retain the economic benefits or detriments of the order or contract and such the Selling Entity Target shall perform the order or contract with employees lent seconded to such Selling Entity Target by Purchaser Buyer (which employees shall be treated as employees of such Selling Entity Target during the period of performance) and with inventory, equipment and supplies of Purchaser Buyer necessary to complete the order or contract transferred from Purchaser Buyer to such Selling Entity Target as required. Nothing contained in this subsection shall be construed as a waiver of any closing condition, nor shall it limit the Liability, if any, of Target pursuant to this Agreement for failing to have disclosed the need for, or failing to have obtained, any consent referred to herein.

Certain Assignments. Any other provision of Except as provided in this Section 1.7, ------------------- ----------- Section 6.10 or Section 6.11, the Seller shall not have any obligation under ------------ ------------ this Agreement with respect to any failure to obtain any third party consent, waiver or approval that is required for transfer of any of the contrary notwithstandingAssigned Contracts and Leases or any other lease or contract and the Purchaser, this Agreement the Company or its Non-Corporate Subsidiaries shall not constitute an agreement to transfer be or assignremain liable with respect to, or a transfer or assignment and indemnify the Seller against any liability in respect of, any claimof such Assigned Contracts and Leases or other lease or contract for which any such third party consent, contract, lease, Permit, Environmental Permit, commitment, sales order waiver or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment, would constitute a breach thereof or in any way adversely affect the rights of Purchaser or one of the Selling Entities thereunderapproval is not obtained. If (wx) any required consent consent, waiver or approval to the direct or indirect transfer or assignment to Purchaser the Purchaser, the Company or its Non-Corporate Subsidiaries of any claim, contract, lease, Permit, Environmental Permit, commitment, sales order Assigned Contracts and Leases or purchase order other lease or contract is not obtained, (xy) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Purchaser the Seller, the Purchaser, the Company or one of the Selling Entities its Non-Corporate Subsidiaries thereunder so that Purchaser the Purchaser, the Company or its Non-Corporate Subsidiaries would not receive substantially all of such rights, or (yz) a any lease or contract is assigned to Purchaser the Company or its Non-Corporate Subsidiaries pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser the Company or its Non- Corporate Subsidiaries to perform the lease or contract on the terms therein provided, or threatens to terminate the lease or contract or xxx for damages, or (z) a surety company issuing a bond to one of the Selling Entities objects to the completion of a sales order or contract included among the Purchased Assets by Purchaser, Purchaser the Company or its Non-Corporate Subsidiaries and Sellers the Seller, as appropriate, shall cooperate in any arrangement the Purchaser may reasonably request to provide for the Purchaser the benefits under such claimlease or contract. If any consent, waiver or approval of any Person is required for any such transfer or assignment and is not obtained, then at the request of the Purchaser the Seller shall take all reasonable and appropriate steps ("Actions") to ------- provide the Purchaser, the Company or its Non-Corporate Subsidiaries the benefits under any such lease or contract in accordance with the terms thereof (provided such Actions are not prohibited by the terms of such lease or contract, lease, Permit, Environmental Permit, commitment or order. Cooperation may include) including, without limitation, (i) entering into subcontracts, sublicenses, subleases, sale and at leasebacks, use and service agreements or other contractual arrangements which will provide such benefits to the Purchaser's request shall includereasonable satisfaction, an arrangement and (a so-called "Seconding Arrangement")ii) enforcing, to be entered into between at the expense of the Purchaser and one for the benefit of the Selling Entities Purchaser, any and all rights of the Company, its Non-Corporate Subsidiaries or the Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise. If any request is made of the Seller pursuant to which this Section 1.7 or ----------- the Seller is required to take any Action as provided herein, then any material expense of complying with such Selling Entity shall nominally perform an order request or contract, Purchaser shall retain the economic benefits or detriments of the order or contract and taking such the Selling Entity shall perform the order or contract with employees lent to such Selling Entity by Purchaser (which employees Action shall be treated as employees of such Selling Entity during borne by the period of performance) and with inventoryPurchaser, equipment and supplies of Purchaser necessary except to complete the order extent provided in Section 6.10 or contract transferred from Purchaser to such Selling Entity as required.Section 6.11. ------------ ------------

Certain Assignments. Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall will not constitute an agreement to transfer or assign, or a transfer or assignment of, any claimContract, contract, lease, Permit, Environmental Permit, commitmentpermit, sales order or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof thereof, without the consent required or necessary for such assignment, would constitute a breach thereof. Arcade shall, and shall cause its officers, employees and subsidiaries to, use reasonable best commercial efforts and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the Acquired Assets, and from time to time following the Closing, Arcade shall execute and deliver, or cause to be executed and delivered, to Buyer such other instruments of conveyance and transfer as Buyer may reasonably request or as may be otherwise necessary to more effectively convey and transfer to, and vest in, Buyer and put Buyer in possession of, any part of the Acquired Assets. In the case of licenses, certificates, approvals, authorizations, agreements, Contracts, leases, easements and other commitments included in the Acquired Assets and (a) which cannot be transferred or assigned effectively without the consent of Third Parties which consent has not been obtained prior to the Closing, each Party will reasonably cooperate with the other Party at its request in endeavoring to obtain such consent promptly after the Closing, and if any such consent is unobtainable, Arcade will use its reasonable best commercial efforts to assist Buyer in securing the benefits thereof in some other manner, or (b) which are otherwise not transferable or assignable, each Party will reasonably cooperate with the other Party and Arcade will use its reasonable best commercial efforts to secure Buyer the benefits thereof in any way adversely affect some other manner (including the exercise of the rights of Purchaser Arcade thereunder). For the purposes of this Section 5.6, the term “reasonable best commercial efforts” shall not be deemed to require any Person to pay or one of the Selling Entities thereunder. If commit to pay any amount to (wor incur any obligation in favor of) any required Person from whom any consent to the transfer or assignment to Purchaser of any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order is not obtained, (x) an attempted transfer or assignment would waiver may be ineffective or would adversely affect the rights of Purchaser or one of the Selling Entities thereunder so that Purchaser would not receive substantially all of such rights, (y) a contract is assigned to Purchaser pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser to perform the contract on the terms therein provided, or threatens to terminate the contract or xxx for damages, or (z) a surety company issuing a bond to one of the Selling Entities objects to the completion of a sales order or contract included among the Purchased Assets by Purchaser, Purchaser and Sellers shall cooperate in any arrangement Purchaser may reasonably request to provide for Purchaser the benefits under such claim, contract, lease, Permit, Environmental Permit, commitment or order. Cooperation may include, without limitation, and at Purchaser's request shall include, an arrangement (a so-called "Seconding Arrangement"), to be entered into between Purchaser and one of the Selling Entities pursuant to which such Selling Entity shall nominally perform an order or contract, Purchaser shall retain the economic benefits or detriments of the order or contract and such the Selling Entity shall perform the order or contract with employees lent to such Selling Entity by Purchaser (which employees shall be treated as employees of such Selling Entity during the period of performance) and with inventory, equipment and supplies of Purchaser necessary to complete the order or contract transferred from Purchaser to such Selling Entity as required.

Certain Assignments. Target will use its commercially reasonable efforts to obtain any third-party consents required in connection with the sale and assignment of the Acquired Assets and the consummation of the transactions required herein, including, without limitation, those referred to in §3(c). Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any agreement, claim, commitment, contract, lease, Permitlicense, Environmental Permit, commitmentpermit, sales order or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment, would constitute a breach thereof or in any way adversely affect the rights of Purchaser Buyer or one of the Selling Entities Target thereunder. If (wi) any the required consent to the any such transfer or assignment to Purchaser of any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order is not obtained, (xii) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Purchaser Buyer or one of the Selling Entities Target thereunder so that Purchaser Buyer would not receive substantially all of such rights, (yiii) a any such agreement or contract is assigned to Purchaser Buyer pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser Buyer to perform the contract on the terms therein provided, or threatens to terminate the contract or xxx for damages, or (ziv) a surety company issuing a bond to one of the Selling Entities Target objects to the completion of a sales order or contract included among the Purchased Acquired Assets by PurchaserBuyer, Purchaser then Buyer and Sellers Target shall cooperate in any arrangement Purchaser Buyer may reasonably request to provide for Purchaser Buyer the benefits under such claim, agreement or contract, lease, Permit, Environmental Permit, commitment or order. Cooperation Such cooperation may include, without limitation, and at Purchaser's Buyer’s request shall include, an arrangement (a so-called "Seconding Arrangement"), to be entered into between Purchaser Buyer and one of the Selling Entities Target pursuant to which such Selling Entity Target shall nominally perform an order or contract, Purchaser Buyer shall retain the economic benefits or detriments of the order or contract and such the Selling Entity Target shall perform the order or contract with employees lent seconded to such Selling Entity Target by Purchaser Buyer (which employees shall be treated as employees of such Selling Entity Target during the period of performance) and with inventory, equipment and supplies of Purchaser Buyer necessary to complete the order or contract transferred from Purchaser Buyer to such Selling Entity Target as required. Nothing contained in this subsection shall be construed as a waiver of any closing condition, nor shall it limit the Liability, if any, of Target pursuant to this Agreement for failing to have disclosed the need for, or failing to use commercially reasonable efforts to obtain, any consent referred to herein.

Certain Assignments. Any (i) Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any claim, contract, leaseContract, Permit, Environmental Permit, commitment, sales order or purchase order, or any benefit or liability arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment, would constitute a breach thereof or in any way adversely affect the rights of Purchaser or one of the Selling Entities thereunder. If From and after the Closing, if (wi) any required consent to the transfer or assignment to Purchaser of any claim, contract, leaseContract, Permit, Environmental Permit, commitment, sales order or purchase order is not obtained, (xii) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Purchaser or one of the Selling Entities thereunder so that Purchaser would not receive substantially all of such rights, (yiii) a contract Contract is assigned to Purchaser pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser to perform the contract such Contract on the terms therein provided, provided or threatens to terminate the contract such Contract or xxx for damages, damages or (ziv) a surety company issuing a bond to one of the Selling Entities Seller objects to the completion of a sales order or contract Contract included among the Purchased Assets by Purchaser, then Purchaser and Sellers Seller shall cooperate in any arrangement Purchaser may reasonably request to provide for Purchaser the benefits under such claim, contract, leaseContract, Permit, Environmental Permit, commitment sales order or purchase order. Cooperation may include, without limitation, and at Purchaser's ’s request shall include, an arrangement (a so-called "“Seconding Arrangement"”), to be entered into between Purchaser and one of the Selling Entities Seller pursuant to which such Selling Entity Seller shall nominally perform an order or contracta Contract at the expense of Purchaser, Purchaser shall retain the economic benefits or detriments of the order or contract such Contract and such the Selling Entity Seller shall perform the order or contract such Contract with employees lent to such Selling Entity Seller by Purchaser (which employees shall be treated as employees of such Selling Entity during the period of performance) and with inventory, equipment and supplies of Purchaser necessary to complete the order or contract such Contract transferred from Purchaser to such Selling Entity Seller as required. Cooperation shall also include, with respect to matters covered by this Section 21(m), Seller’s collection of any monies owed to Seller under an asset subject hereto, all for the benefit of Purchaser. The employees set forth on Attachment 7 shall be subject to a Seconding Arrangement from Parent and Seller, as applicable, until such time as Purchaser is capable of processing its own payroll for such employees.

Certain Assignments. Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment, would constitute a breach thereof or in any way adversely affect the rights of Purchaser or one of the Selling Entities Sensor thereunder. If (w) any required consent to the transfer or assignment to Purchaser of any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order is not obtained, (x) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Purchaser or one of the Selling Entities Sensor thereunder so that Purchaser would not receive substantially all of such rights, (y) a contract is assigned to Purchaser pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser to perform the contract on the terms therein provided, or threatens to terminate the contract or xxx for damages, or (z) a surety company issuing a bond to one of the Selling Entities Sensor objects to the completion of a sales order or contract included among the Purchased Assets by Purchaser, Purchaser and Sellers the Contract Parties shall cooperate in any arrangement Purchaser may reasonably request to provide for Purchaser the benefits under such claim, contract, lease, Permit, Environmental Permit, commitment or order. Cooperation may include, without limitation, and at Purchaser's request shall include, an arrangement (a so-called "Seconding Arrangement"), to be entered into between Purchaser and one of the Selling Entities Sensor pursuant to which such Selling Entity Sensor shall nominally perform an order or contract, Purchaser shall retain the economic benefits or detriments of the order or contract and such the Selling Entity Sensor shall perform the order or contract with employees lent to such Selling Entity by Purchaser (which employees shall be treated as employees of such Selling Entity during the period of performance) and with inventory, equipment and supplies of Purchaser necessary to complete the order or contract transferred from Purchaser to such Selling Entity as required.Sensor by