Common use of Deemed Assignment of Contracts Clause in Contracts

Deemed Assignment of Contracts. To the extent that the assignment hereunder of any of the Assumed Contracts shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that Seller shall cooperate, at Buyer's expense, with Buyer to establish a reasonable arrangement designed to provide Buyer with the benefits and burdens of any Assumed Contract, including appointing Buyer to act as its agent to perform all of Seller's obligations under such Assumed Contract and to collect and promptly remit to Buyer all compensation received by Seller pursuant to such Assumed Contract and to enforce, for the account and benefit of Buyer, any and all rights of Seller against any other person arising out of the breach or cancellation of such Assumed Contract by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided, that from and after Closing, the Seller shall have no liability to the Buyer in the event that any Assumed Contract requiring consent to assignment hereunder (or which by its terms is non-assignable) is terminated.

Deemed Assignment of Contracts. To the extent that the assignment hereunder of any of the Assumed Contracts shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that Seller Sellers shall cooperate, at Buyer's expense, cooperate with Buyer Purchaser to establish a reasonable arrangement designed to provide Buyer Purchaser with the benefits and burdens of any Assumed Contract, including appointing Buyer Purchaser to act as its agent to perform all of Seller's Sellers’ obligations under such Assumed Contract and to collect and promptly remit to Buyer Purchaser all compensation received by Seller Sellers pursuant to such Assumed Contract and to enforce, for the account and benefit of BuyerPurchaser, any and all rights of Seller Sellers against any other person arising out of the breach or cancellation of such Assumed Contract by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided, however, that from and after Closing, the Seller Sellers shall have no liability to the Buyer Purchaser in the event that any Assumed Contract requiring consent to assignment hereunder (or which by its terms is non-assignable) is terminated.

Deemed Assignment of Contracts. To the extent that the assignment hereunder of any of the Assumed Assigned Contracts shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that Seller shall cooperate, at Buyer's expense, cooperate with Buyer to establish a reasonable arrangement designed to provide Buyer with the benefits and burdens of any Assumed Assigned Contract, including appointing Buyer to act as its agent to perform all of Seller's ’s obligations under such Assumed Assigned Contract and to collect and promptly remit to Buyer all compensation received by Seller pursuant to such Assumed Assigned Contract and and, at Buyer’s expense, to enforce, for the account and benefit of Buyer, any and all rights of Seller against any other person arising out of the breach or cancellation of such Assumed Assigned Contract by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided, further, that from and after Closing, Buyer shall undertake to pay or satisfy the Seller shall have no liability corresponding Liabilities under the terms of any such Assigned Contract to the extent that Buyer in the event that any would have been responsible therefor if such consent or approval had been obtained and such Liability shall be deemed an Assumed Contract requiring consent to assignment hereunder (or which by its terms is non-assignable) is terminatedLiability for all purposes of this Agreement.

Deemed Assignment of Contracts. To the extent that the assignment hereunder of any of the Assumed Contracts shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that Seller shall cooperate, at Buyer's ’s expense, with Buyer to establish a reasonable arrangement designed to provide Buyer with the benefits and burdens of any Assumed Contract, including appointing Buyer to act as its agent to perform all of Seller's ’s obligations under such Assumed Contract and to collect and promptly remit to Buyer all compensation received by Seller pursuant to such Assumed Contract and to enforce, for the account and benefit of Buyer, any and all rights of Seller against any other person arising out of the breach or cancellation of such Assumed Contract by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided, that from and after Closing, the Seller shall have no liability to the Buyer in the event that any Assumed Contract requiring consent to assignment hereunder (or which by its terms is non-assignable) is terminated.

Deemed Assignment of Contracts. To the extent that the assignment ------------------------------ hereunder of any of the Assumed Contracts shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that that, upon the request of the Buyer, Seller shall cooperate, at Buyer's expense, cooperate with Buyer to establish a reasonable arrangement designed to provide Buyer with the benefits and burdens of any such Assumed Contract, including appointing Buyer to act as its agent to perform all of Seller's obligations under such Assumed Contract and to collect and promptly remit to Buyer all compensation received by Seller pursuant to such Assumed Contract and to enforce, for the account and benefit of Buyer, any and all rights of Seller against any other person arising out of the breach or cancellation of such Assumed Contract by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided, that from and after Closing, the Seller shall have no liability to the Buyer in the event that any Assumed Contract requiring consent to assignment hereunder (or which by its it terms is non-assignable) is terminated.