Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. Anything in this Agreement ------------------------ contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign (a) any contract or agreement that is at law non-assignable without the consent of the other party thereto and as to which such consent shall not have been given, or (b) any contract or agreement as to which all the remedies for the enforcement thereof and the rights thereunder enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Attached hereto as Schedule 3.2 ------------ is a list of all such non-assignable contracts. In order, however, that the full value of every contract and agreement of the character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized, Seller hereby agrees with Buyer that it will, at its sole cost and expense, at the request and under the direction of Buyer, in the name of Seller or otherwise, as Buyer shall specify and as shall be permitted by law, take all such action and do or cause to be done all such things as shall be, in the opinion of Buyer, necessary or desirable (1) in order that the rights and benefits of Seller under such contracts and agreements shall be preserved and (2) for, and to facilitate, the collection of the monies due and payable, and to become due and payable, to Seller in and under every such contract and agreement, and Seller will hold the same for the benefit of and will pay the same, when received, to Buyer.

Non-Assignable Contracts. Anything in this Agreement ------------------------ contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign (a) any contract or agreement that is at law non-assignable without the consent of the other party thereto and as to which such consent shall not have been given, or (b) any contract or agreement as to which all the remedies for the enforcement thereof and the rights thereunder enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Attached hereto as Schedule SCHEDULE 3.2 ------------ is a list of all such non-assignable contracts. In order, however, that the full value of every contract and agreement of the character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized, Seller hereby agrees with Buyer that it will, at its sole cost and expense, at the request and under the direction of Buyer, in the name of Seller or otherwise, as Buyer shall specify and as shall be permitted by law, take all such action and do or cause to be done all such things as shall be, in the opinion of Buyer, necessary or desirable (1) in order that the rights and benefits of Seller under such contracts and agreements shall be preserved and (2) for, and to facilitate, the collection of the monies due and payable, and to become due and payable, to Seller in and under every such contract and agreement, and Seller will hold the same for the benefit of and will pay the same, when received, to Buyer.

Non-Assignable Contracts. Anything in this Agreement ------------------------ contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign (a) any contract or agreement that is at law non-assignable without the consent of the other party thereto and as to which such consent shall not have been given, or (b) any contract or agreement as to which all the remedies for the enforcement thereof and the rights thereunder enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Attached hereto as Schedule 3.2 ------------ 3.5 is a list of all such non-assignable contracts. In order, however, that the full value of every contract and agreement of the character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized, Seller hereby agrees with Buyer that it will, at its sole cost and expense, at the reasonable request and under the direction of Buyer, in the name of Seller or otherwise, as Buyer shall specify and as shall be permitted by law, take all such action and do or cause to be done all such things as shall be, in the opinion of Buyer, necessary or desirable (1) in order that the rights and benefits of Seller under such contracts and agreements shall be preserved and (2) for, and to facilitate, the collection of the monies due and payable, and to become due and payable, to Seller in and under every such contract and agreement, and Seller will hold the same for the benefit of and will pay the same, when received, to Buyer.

Non-Assignable Contracts. Anything in this ------------------------- Agreement ------------------------ contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign (a) any contract or agreement that is at law non-assignable without the consent of the other party thereto and as to which such consent shall not have been given, or (b) any contract or agreement as to which all the remedies for the enforcement thereof and the rights thereunder enjoyed by Seller the Selling Shareholders would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Attached hereto as Schedule 3.2 ------------ is a list of all such non-assignable contracts. In order, however, that the full value of every contract and agreement of the character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements agreements-may be realized, Seller the Selling Shareholders hereby agrees agree with Buyer that it they will, at its their sole cost and expense, at the ihe request and under the direction of Buyer, in the name of Seller the Selling Shareholders or otherwise, as Buyer shall specify and as shall be permitted by law, take all such action and do or cause to be done all an such things as shall be, in the opinion of Buyer, necessary or desirable (1i) in order that the rights and benefits of Seller the Selling Shareholders under such contracts and agreements shall be preserved and (2ii) for, and to facilitate, the collection of the monies monies, services or warranties due and payable, and to become due and payable, to Seller the Selling Shareholders in and under every such contract and agreement, and Seller the Selling Shareholders will hold the same for the benefit of and will pay the same, when received, to Buyer.