Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. 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 the Company would not, as a matter of law, pass to the Buyer as an incident of the assignments provided for by this Agreement. 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, the Company hereby agrees with the Buyer that it will, at its sole cost and expense, at the request and under the direction of the Buyer, in the name of the Company or otherwise, as the 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 the Buyer, necessary or desirable (i) in order that the rights and benefits of the Company under such contracts and agreements shall be preserved and (ii) for, and to facilitate, the collection of the monies, services or warranties due and payable, and to become due and payable, to the Company in and under every such contract and agreement, and the Company will hold the same for the benefit of and will pay the same, when received, to the Buyer.

Non-Assignable Contracts. Nothing Anything in this Agreement ------------------------ contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign: 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 the Company Seller would not, as a matter of law, pass to the 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, the Company Seller hereby agrees with the Buyer that it will, at its sole cost and expense, at the request and under the direction of the Buyer, in the name of the Company Seller or otherwise, as the 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 the Buyer, necessary or desirable (i1) in order that the rights and benefits of the Company Seller under such contracts and agreements shall be preserved and (ii2) for, and to facilitate, the collection of the monies, services or warranties monies due and payable, and to become due and payable, to the Company Seller in and under every such contract and agreement, and the Company Seller will hold the same for the benefit of and will pay the same, when received, to the Buyer.

Non-Assignable Contracts. Nothing Anything in this Agreement contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign: 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 the Company Seller would not, as a matter of law, pass to the Buyer as an incident of the assignments provided for by this Agreement. Attached hereto as Schedule 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, the Company Seller hereby agrees with the Buyer that it will, at its sole cost and expense, at the reasonable request and under the direction of the Buyer, in the name of the Company Seller or otherwise, as the 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 the Buyer, necessary or desirable (i1) in order that the rights and benefits of the Company Seller under such contracts and agreements shall be preserved and (ii2) for, and to facilitate, the collection of the monies, services or warranties monies due and payable, and to become due and payable, to the Company Seller in and under every such contract and agreement, and the Company Seller will hold the same for the benefit of and will pay the same, when received, to the Buyer.

Non-Assignable Contracts. Nothing Anything in this Agreement contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign: assign (ai) 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 (bii) any contract or agreement as to which all the remedies for the enforcement thereof and the rights thereunder enjoyed by the Company would not, as a matter of law, pass to the Buyer as an incident of the assignments provided for by this Agreement. In order, however, that the full value of every contract and agreement of the character described in clauses (ai) and (bii) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized, the Company hereby agrees with the Buyer that it will, at its sole cost and expense, at the request and under the direction of the Buyer, in the name of the Company or otherwise, as the 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 the Buyer, reasonably necessary or desirable (ia) in order that the rights and benefits of the Company under such contracts and agreements shall be preserved and (iib) for, and to facilitate, the collection of the monies, services or warranties monies due and payable, and to become due and payable, to the Company in and under every such contract and agreement, and the Company will hold the same for the benefit of and will pay the same, when received, to the Buyer.

Non-Assignable Contracts. Nothing Anything in this Agreement contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign: 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 the Company Seller would not, as a matter of law, pass to the 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, the Company Seller hereby agrees with the Buyer that it will, at its sole cost and expense, at the request and under the direction of the Buyer, in the name of the Company Seller or otherwise, as the 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 the Buyer, necessary or desirable (i1) in order that the rights and benefits of the Company Seller under such contracts and agreements shall be preserved and (ii2) for, and to facilitate, the collection of the monies, services or warranties monies due and payable, and to become due and payable, to the Company Seller in and under every such contract and agreement, and the Company Seller will hold the same for the benefit of and will pay the same, when received, to the Buyer.

Non-Assignable Contracts. Nothing Anything in this ------------------------- Agreement contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign: 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 the Company Selling Shareholders would not, as a matter of law, pass to the Buyer as an incident of the assignments provided for by this Agreement. 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, the Company Selling Shareholders hereby agrees agree with the Buyer that it they will, at its their sole cost and expense, at the ihe request and under the direction of the Buyer, in the name of the Company Selling Shareholders or otherwise, as the 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 the Buyer, necessary or desirable (i) in order that the rights and benefits of the Company Selling Shareholders under such contracts and agreements shall be preserved and (ii) for, and to facilitate, the collection of the monies, services or warranties due and payable, and to become due and payable, to the Company Selling Shareholders in and under every such contract and agreement, and the Company Selling Shareholders will hold the same for the benefit of and will pay the same, when received, to the Buyer.

Non-Assignable Contracts. Nothing Anything in this Agreement contained to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign: 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 the Company would not, as a matter of law, pass to the Buyer as an incident of the assignments provided for by this Agreement. 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, the Company hereby agrees with the Buyer that it will, at its sole cost and expense, at the request and under the direction of the Buyer, in the name of the Company or otherwise, as the Buyer shall reasonably 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 reasonable opinion of the Buyer, necessary or desirable (i) in order that the rights and benefits of the Company under such contracts and agreements shall be preserved and (ii) for, and to facilitate, the collection of the monies, services or warranties monies due and payable, and to become due and payable, to the Company in and under every such contract and agreement, and the Company will hold the same for the benefit of and will pay the same, when received, to the Buyer.