Common use of Consents to Assignment Clause in Contracts

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco would not receive all such rights, Seller will cooperate with Newco, in all reasonable respects, to provide to Newco the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the contribution to Newco of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Lease or Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, accordance with Sections 6.1(a) and (b) to provide to Newco Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the contribution to Newco transfer of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's ’s right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the contribution to Newco transfer of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Facility Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer the benefits under any such Contract, Facility Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the contribution to Newco transfer of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, but at Buyer's sole cost and expense, to provide to Newco Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the contribution to Newco transfer of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer at the Buyer's sole cost and expense the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. In addition, and Seller agrees to permit Newco to enforce such rights cancel 62 any life or other insurance policy used in connection with Seller Employee Programs as directed by Nextera at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement actionor after the Closing. Nothing in this Section 9.2 10.1 shall affect Buyer's right to terminate this Agreement under Sections 8.2 9.2 and 11.1 13.1 in the event that any consent or approval to the contribution to Newco of any Contributed Asset set forth on Schedule 7.1 is not obtained. Anything in this Agreement to the contrary notwithstanding Seller shall have no liability whatsoever for failure to assign any such Contract or Lease or obtain consent to transfer same.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including including, without limitation limitation, enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 9.1 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 indemnification in the event that any consent or approval to the contribution to Newco transfer of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement or any Ancillary Agreement to the contrary notwithstanding, neither this Agreement nor any Ancillary Agreement shall not constitute an agreement to assign any ContractContract of any Asset Seller, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default breach thereof or in any way adversely affect the respective rights of Newco the Buyer or any Seller thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco the Buyer would not receive all such rights, Seller the Sellers will cooperate with Newcothe Buyer, in all reasonable respects, to provide to Newco the Buyer the benefits under any such Contract, Lease, Permit or any claim or right, Contract including without limitation enforcement (at the expense of Newco) for the benefit of Newco the Buyer of any and all rights of Seller the Sellers against a third party thereto arising out of the Default breach or cancellation by such third party or otherwise, ; and any transfer or assignment to permit Newco to enforce such the Buyer of any property or property rights at Newco's expense; provided, that Buyer or any Contract of any Asset Seller which shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in require the event that any consent or approval to the contribution to Newco of any Contributed Asset is not third party shall be made subject to such consent or approval being obtained.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Leaselicense, Permit sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default breach thereof or in any way adversely affect the respective rights of Newco Buyer or Seller thereunder. If such consent is not obtainedobtained prior to the Effective Time, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with Newco, in take all reasonable respects, steps to provide to Newco Buyer the benefits under any such claim, Contract, Leaselicense, Permit sales order or any claim or rightpurchase order, including without limitation limitation, enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default breach or cancellation by such third party or otherwise, ; and any transfer or assignment to permit Newco to enforce such Buyer of any property or property rights at Newco's expense; provided, that Buyer or any Contract or agreement which shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in require the event that any consent or approval to the contribution to Newco of any Contributed Asset is not third party shall be made subject to such consent or approval being obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, LeaseAssumed Contract (including without limitation the City of Riverside Documents), Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer the benefits under any such Assumed Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 7.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 Section 10.1 in the event that any consent or approval to the contribution to Newco transfer of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit of the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco thereunderAcquisition Sub thereunder or thereto. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Acquisition Sub would not receive all such rights, Seller the IVonyx Parties will cooperate with Newco, in all reasonable respects, use their best efforts to provide to Newco Acquisition Sub the benefits under any of such ContractAssets, Leaseincluding, Permit or any claim or rightwithout limitation, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Acquisition Sub of any and all rights of Seller the IVonyx Parties against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 7.2 shall ----------- affect BuyerAcquisition Sub's right to terminate this Agreement under Sections 8.2 and 11.1 Section 12.1 in ------------ the event that any consent or approval to the contribution to Newco transfer of any Contributed Asset of the Assets is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contractof the Contracts, Lease, Permit Personal Property Leases or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof thereunder or in any way adversely affect the rights of Newco thereunderAcquiror thereunder or thereto. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Acquiror would not receive all such rights, Seller each Party will cooperate with Newco, in all use its respective commercially reasonable respects, efforts to provide to Newco Acquiror the benefits under any and relieve Seller of the burdens of such Contract, LeaseLease or Permit, Permit or any claim or rightincluding, including without limitation limitation, enforcement (at the expense of Newco) for the benefit of Newco Acquiror of any and all rights of the Seller Parties (and the extinguishment of the burdens of Seller) against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 7.1 shall affect BuyerAcquiror's right to terminate this Agreement under Sections 8.2 and Section 11.1 in the event that any required consent or approval to the contribution to Newco transfer of any Contributed Asset of the Assets set forth on Schedule 9.2 is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 8.2 shall affect Buyer's ’s right to terminate this Agreement under Sections 8.2 7.2 and 11.1 10.1 in the event that any consent or approval to the contribution to Newco transfer of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would result in a breach of, constitute (with or without due notice or lapse of time or both) a Default thereof default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including including, without limitation limitation, enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default breach, default, acceleration, termination or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect any of Buyer's right rights to terminate this Agreement under Sections 8.2 and pursuant to Section 11.1 in the event that any consent or approval to the contribution to Newco of any Contributed Asset is not obtainedhereof.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 9.1 shall affect Buyer's right to terminate this Agreement under Sections 8.2 8.3 and 11.1 12.1 in the event that any consent or approval to the contribution to Newco transfer of any Contributed Purchased Asset is not obtained.

Consents to Assignment. Anything in this Agreement or any Ancillary Agreement to the contrary notwithstanding, neither this Agreement nor any Ancillary Agreement shall not constitute an agreement to assign any Contract, Leaselicense, Permit sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default breach thereof or in any way adversely affect the respective rights of Newco Buyers or any Seller thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyers would not receive all such rights, each Seller will cooperate with NewcoBuyers, in all reasonable respects, to provide to Newco Buyers the benefits under any such claim, Contract, Leaselicense, Permit sales order or any claim or rightpurchase order, including including, without limitation limitation, enforcement (at the expense of Newco) for the benefit of Newco Buyers of any and all rights of each Seller against a third party thereto arising out of the Default breach or cancellation by such third party or otherwise, ; and any transfer or assignment to permit Newco to enforce such Buyers of any property or property rights at Newco's expense; provided, that Buyer or any Contract or agreement which shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in require the event that any consent or approval to the contribution to Newco of any Contributed Asset is not third party shall be made subject to such consent or approval being obtained.

Consents to Assignment. Anything in this Agreement to the ---------------------- contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco Buyer would not receive all such rights, Seller will cooperate with NewcoBuyer, in all reasonable respects, to provide to Newco Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 9.1 shall affect Buyer's right to terminate this Agreement under Sections Section 8.2 and 11.1 in the event that any consent or approval to the contribution to Newco transfer of any Contributed Purchased Asset is not obtained.