Deemed Assignment of Contracts. It is understood that, as of the Closing Date, Seller has neither sought nor obtained the consent of any third party to the assignment of the Assigned Contracts. To the extent that the assignment hereunder of any of the Assigned Contracts shall require the consent of any other party (or in the event that any of the same shall be non-assignable), upon the request of Buyer, Seller shall use its Commercially Reasonable Efforts to obtain the consent of such party to the reasonable satisfaction of Parent. Prior to receipt of such consent, neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign such Assigned Contract 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 with Buyer to establish a reasonable arrangement designed to provide Buyer with the benefits and burdens of such Assigned Contract, including appointing Buyer to act as its agent to perform all of Seller’s obligations under such Assigned Contract and to collect and promptly remit to Buyer all compensation received by Seller pursuant to such Assigned Contract 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 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 Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of any such Assigned Contract to the extent that Buyer would have been responsible therefor if such consent or approval had been obtained and such Liability shall be deemed an Assumed Liability for all purposes of this Agreement.
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Deemed Assignment of Contracts. It is understood that, as of the Closing Date, Seller has neither sought nor obtained the consent of any third party to the assignment of the Assigned Contracts. To the extent that the assignment hereunder of any of the Assigned Contracts identified in Section 3.8 of the Seller Disclosure Schedule, other than those Assigned Contracts identified on Schedules 2.2.1(d) and 2.10.16, shall require the consent of any other party (or in the event that any of the same shall be non-assignable), upon the request of Buyer, Seller shall use its Commercially Reasonable Efforts to obtain the consent of such party to the reasonable satisfaction of Parent. Prior to receipt of such consent, neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign such Assigned Contract 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 with Buyer Purchasers to establish a reasonable arrangement designed to provide Buyer Purchasers with the benefits and burdens of any such Assigned ContractContracts, including to the extent not constituting an assignment or attempted assignment that would violate the foregoing sentence, (a) appointing Buyer Purchasers to act as its Sellers’ agent to perform all of Seller’s Sellers’ obligations under such Assigned Contract Contracts and to collect and promptly remit to Buyer Purchasers all compensation received by Seller Sellers pursuant to such Assigned Contract andContracts, (b) Purchasers agreeing to advance on behalf of Sellers, but at Buyer’s expensethe expense of and for the account of Purchasers, amounts due and owing under such Assigned Contracts for obligations pertaining to periods following the Effective Time (including the provision of credit support as may be required by a Counterparty to such Assigned Contracts) and (c) to enforce, at the written request of, at the expense of and for the account and benefit of BuyerPurchasers, any and all rights of Seller Sellers against any other person arising out of the breach or cancellation of such Assigned Contract Contracts by such other person or otherwise (any and all of which arrangements arrangement shall constitute, as between the parties heretoParties, a deemed assignment or transfer); providedprovided that from and after the Effective Time, further, Sellers shall have no liability to Purchasers in the event that Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of any such Assigned Contract requiring consent to the extent that Buyer would have been responsible therefor if assignment hereunder (or which by its terms is non-assignable) is terminated. Purchasers shall reimburse Sellers’ for their reasonable costs and expenses (other than Taxes) associated with such consent or approval had been obtained and such Liability shall be deemed an Assumed Liability for all purposes of this Agreementalternative arrangements.
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Samples: Security Agreement (Avista Corp)
Deemed Assignment of Contracts. It is understood that, as of the Closing Date, Seller has neither sought nor obtained the consent of any third party to the assignment of the Assigned Contracts. To the extent that the assignment hereunder of any of the Assigned Contracts shall require the consent of any other party (or in the event that any of the same shall be non-assignable), upon the request of the Buyer, the Seller shall use its Commercially Reasonable Efforts to obtain the consent of such party to the reasonable satisfaction of ParentBuyer. Prior to receipt of such consent, neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign such Assigned Contract if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that the Seller shall cooperate with the Buyer to establish a reasonable arrangement designed to provide the Buyer with the benefits and burdens of such Assigned Contract, including appointing the Buyer to act as its agent to perform all of the Seller’s obligations under such Assigned Contract and to collect and promptly remit to the Buyer all compensation received by the Seller pursuant to such Assigned Contract and, at the Buyer’s expense, to enforce, for the account and benefit of the Buyer, any and all rights of the Seller against any other person arising out of the breach or cancellation of such 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 the Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of any such Assigned Contract to the extent that the Buyer would have been responsible therefor if such consent or approval had been obtained and such Liability shall be deemed an Assumed Liability for all purposes of this Agreement.
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