Common use of Consented Assignment Clause in Contracts

Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Claim, right, Contract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of the other Party thereto would constitute a breach thereof or in any material way affect the rights of Seller Companies and Parent, as appropriate, thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of any Seller Company or Parent so that Purchaser would not in fact receive all such rights, then the Parties shall cooperate in any reasonable arrangement designed to provide for the Parties the benefits under any such Claim, right, Contract, license, lease, commitment, sales order or purchase order, including, without limitation, enforcement of any and all rights of Seller Companies and Parent, against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Modern Medical Modalities Corp), Asset Purchase Agreement (Modern Medical Modalities Corp)

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Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of the other Party thereto would constitute a breach thereof or in any material way affect the rights of Seller Companies and Parentthe Seller, as appropriate, thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of any the Seller Company or Parent so that Purchaser would not in fact receive all such rights, then the Parties shall cooperate in any reasonable arrangement designed to provide for the Parties the benefits under any such Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order, including, without limitation, enforcement of any and all rights of Seller Companies and Parentthe Seller, against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (Paincare Holdings Inc), Partnership Interest Purchase Agreement (Paincare Holdings Inc)

Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of the other Party another party thereto would constitute a breach thereof or in any material way affect the rights of Seller Companies and Parent, as appropriate, Company thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the Company's rights thereunder of any Seller Company or Parent so that Purchaser Parent and Merger Sub would not in fact receive all such rights, then Company shall upon the Parties shall request of Parent and Merger Sub cooperate in any reasonable arrangement designed to provide for the Parties Parent and Merger Sub the benefits under any such Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order, including, without limitation, enforcement of any and all rights of Seller Companies and Parent, Company against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Housecall Medical Resources Inc)

Consented Assignment. Anything contained herein to the -------------------- contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of the other Party another party thereto would constitute a breach thereof or in any material way affect the rights of Seller Companies and Parent, as appropriate, or SAFECARE thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the Seller's or SAFECARE's rights thereunder of any Seller Company or Parent so that Purchaser Buyer would not in fact receive all such rights, then Seller shall upon the Parties shall request of Buyer cooperate in any reasonable arrangement designed to provide for the Parties Buyer the benefits under any such Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order, including, without limitation, enforcement of any and all rights of Seller Companies and Parent, or SAFECARE against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Health Management Associates Inc)

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Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of the other Party thereto would constitute a breach thereof or in any material way affect the rights of Seller Companies and ParentSellers, as appropriate, thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of any Seller Company or Parent Sellers so that Purchaser Purchasers would not in fact receive all such rights, then the Parties shall cooperate in any reasonable arrangement designed to provide for the Parties the benefits under any such Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order, including, without limitation, enforcement of any and all rights of Seller Companies and ParentSellers, against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 1 contract

Samples: Purchase Agreement (Symbion Inc/Tn)

Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of the other Party thereto would constitute a breach thereof or in any material way affect the rights of Seller Companies and ParentSellers, as appropriate, thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of any Seller Company or Parent Sellers so that Purchaser would not in fact receive all such rights, then the Parties shall cooperate in any reasonable arrangement designed to provide for the Parties the benefits under any such Claimclaim, right, Contractcontract, license, lease, commitment, sales order or purchase order, including, without limitation, enforcement of any and all rights of Seller Companies and ParentSellers, against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 1 contract

Samples: Purchase Agreement (Symbion Inc/Tn)

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