Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their reasonable best efforts to obtain the consent of the other parties to any such Strategix Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto.

Assignment of Contracts and Rights. Anything in this Agreement the Transaction Documents to the contrary notwithstanding, this Agreement any Transaction Document shall not constitute an agreement to assign any Strategix Asset Group Company Assets or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset Group Company Assets or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will shall use their reasonable best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other such third parties to any such Strategix Asset Group Company Assets or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will shall cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's ’s obligations, any and all rights of Seller against a third party thereto. Seller shall promptly pay to Buyer when received all monies received by Seller under any Group Company Assets or any claim or right or any benefit arising thereunder.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Product Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Product Asset or in any way adversely affect the rights of Buyer assignor or Seller or their respective Affiliates assignee thereunder. Seller and Buyer will shall use their reasonable best efforts (but without any payment of money) to obtain the consent of the other such third parties to any such Strategix Product Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may requestcontemplated hereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates assignor thereunder so that Buyer the assignee would not in fact receive all such rights, Seller and Buyer will shall cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's ’s obligations, any and all rights of Seller or one of its Affiliates against a third party thereto.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset or any claim or right or any benefit arising thereunder or resulting therefrom Purchased Contract if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their commercially reasonable best efforts to obtain the consent of the other parties to any such Strategix Asset or any claim or right or any benefit arising thereunder Purchased Contract (including all Restricted Customer Contracts described in Section 2.5(c) hereof) for the assignment thereof to Buyer as Buyer may reasonably may request. If Unless and until such consent is not obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all rights under such rightsPurchased Contract, Seller and Buyer will cooperate in a mutually agreeable an arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce enforce, at Seller’s expense, for the benefit of Buyer, with Buyer assuming at Seller's ’s expense Seller’s obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer, when received, all monies received by Seller under any Purchased Contract, and Buyer shall pay, defend, discharge and perform all Assumed Liabilities under such Purchased Contracts.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right thereto or any benefit arising thereunder or resulting therefrom therefrom, if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Each of Seller and Buyer will use their reasonable its respective best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Strategix Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, each of Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their commercially reasonable best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their commercially reasonable best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Purchased Asset or in any way adversely affect the rights of Buyer or the applicable Seller or their respective Affiliates thereunder. Seller and Buyer Sellers will use their commercially reasonable best efforts to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of either Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing licensing, or sub-leasing to Buyer, or under which Seller Sellers would enforce for the benefit of Buyer, with Buyer assuming the applicable Seller's obligations, any and all rights of such Seller against a third party thereto. Each Seller will promptly pay to Buyer when received all monies received by such Seller under any Purchased Asset or any claim or right or any benefit arising thereunder.

Assignment of Contracts and Rights. Anything To the maximum extent permitted by the Bankruptcy Code and other applicable laws, the Purchased Assets shall be assumed and assigned to Buyer pursuant to section 365 of the Bankruptcy Code as of the Closing Date or such other date as specified in the Approved Order or this Agreement, as applicable. Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Strategix Asset asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, an attempted assignment without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates Sellers thereunder. Seller and Buyer will use their reasonable best efforts to obtain the consent of the other parties to any such Strategix Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtainedobtained or such assignment is not attainable pursuant to sections 105, 363 or if an attempted assignment thereof would be ineffective 365 of the Bankruptcy Code or would adversely affect other applicable laws with respect to the rights assets of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rightsthe Canadian Companies other than as a result of the failure to pay Cure Amounts, Seller then Sellers and Buyer will cooperate in a mutually agreeable arrangement arrangement, to the extent feasible, under which Buyer would obtain the benefits and assume the obligations (to the extent otherwise constituting Assumed Liabilities hereunder) thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing or sub-leasing subleasing to Buyer, or under which Seller Sellers would enforce for the benefit of of, and at the direction of, Buyer, with Buyer assuming Seller's obligationsall of Sellers’ obligations (to the extent constituting Assumed Liabilities hereunder), and any and all rights of Seller against a third party theretoSellers thereunder.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates Sellers thereunder. Seller Sellers and Buyer will use their commercially reasonable best efforts to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates Sellers thereunder so that Buyer would not in fact receive all such rights, Seller Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller Sellers would enforce for the benefit of Buyer, with Buyer assuming Seller's Sellers' obligations, any and all rights of Seller Sellers against a third party thereto. Sellers will promptly pay to Buyer when received all monies received by Sellers under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, this Agreement shall will not constitute an agreement to assign any Strategix Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a the third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates Buyer thereunder. Seller and Buyer will use their its commercially reasonable best efforts (without any payment of money by Seller or Buyer) to obtain the consent of the other parties to the assignment of any such Strategix Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would materially and adversely affect the rights of Seller or its Affiliates Buyer thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingincluding, sub-licensing without limitation, subcontracting, sublicensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto.

Assignment of Contracts and Rights. Anything in this ----------------------------------- Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party theretoparty, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer Each party hereto will use their its commercially reasonable best efforts (but without any payment of money) to obtain cooperate in obtaining the consent of the other parties to any such Strategix Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom for the assignment thereof to Buyer Purchaser as Buyer reasonably Purchaser may request. If such consent is not obtainedobtained on or before the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer Purchaser would not in fact receive all such rights, Seller and Buyer Purchaser will cooperate in a mutually agreeable arrangement under which Buyer Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. Seller will promptly pay to Purchaser when received all monies received by Seller (less the actual costs to Seller of cooperating in such arrangements) under any Contract or any claim or right or any benefit arising thereunder, including sub-contracting, sub-licensing or sub-leasing except to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party theretoextent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to Seller, the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller Subs and Buyer will use their commercially reasonable best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Strategix contract, Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller, the Seller Subs and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller and the Seller Subs, as the case may be, would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller and the Seller Subs, as the case may be, against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller and the Seller Subs, as the case may be, under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset or any claim or right or any benefit arising thereunder or resulting therefrom Purchased Contract if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their commercially reasonable best efforts (but without the requirement of any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Strategix Asset or any claim or right or any benefit arising thereunder Purchased Contract for the assignment thereof to Buyer as Buyer may reasonably may request. If Unless and until such consent is not obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all rights under such rightsPurchased Contract, Seller and Buyer will cooperate in a mutually agreeable an arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce enforce, at Buyer’s expense, for the benefit of Buyer, with Buyer assuming at Buyer’s expense Seller's ’s obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Contract, and Buyer shall pay, defend, discharge and perform all Liabilities under such Purchased Contracts.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Purchased Asset or in any way adversely affect the rights of Buyer or the applicable Seller or their respective Affiliates thereunder. Seller and Buyer Sellers will use their commercially reasonable best efforts to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of either Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller Sellers and Buyer will cooperate in a mutually agreeable arrangement under which (i) Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing licensing, or sub-leasing to Buyer, or under which Seller (ii) Sellers would enforce for the benefit of Buyer, with Buyer assuming the applicable Seller's ’s obligations, any and all rights of such Seller against a third party thereto. Each Seller will promptly pay to Buyer when received all monies received by such Seller under any Purchased Asset or any claim or right or any benefit arising thereunder.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such an attempted assignment, without the consent of a third party theretoparty, would constitute a breach or other contravention of such Strategix Purchased Asset or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will shall use their commercially reasonable best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other such third parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may requestBuyer. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's ’s obligations, any and all rights of Seller against a third party thereto. Seller shall promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset contract, license, commitment, sales order, purchase order or any claim or right or of any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller Seller, at Seller's expense solely for the processing fee called for pursuant to the real property leases and Buyer will Seller's related attorneys fees, shall use their reasonable its best efforts to obtain the consent of the other parties party to any such Strategix Asset or any claim or right or any benefit arising thereunder for of the foregoing to the assignment thereof to Buyer as Buyer reasonably may requestin all cases in which such consent is required for assignment or transfer. If such consent is not obtained, obtained or if an attempted 4 assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and agrees to cooperate with Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or sub-leasing any reasonable arrangements acceptable to Buyer, or under which Seller would enforce in its sole discretion, designed to provide for Buyer the benefits thereunder, including, without limitation, enforcement for the benefit of Buyer, with Buyer assuming Seller's obligations, of any and all rights of Seller against a the other party thereto arising out of the cancellation by such other party or otherwise. Notwithstanding the foregoing, any transfer or assignment to Buyer of any property or property rights or any contract or agreement which shall require the consent or approval of any third party theretoshall be made subject to such consent or approval being obtained in a form satisfactory to Buyer and its counsel.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Strategix Asset asset or any claim claim, right, or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset asset or in any way adversely affect the rights of Buyer or the Seller or their respective Affiliates Buyer thereunder. Seller and Buyer will use their its commercially reasonable best efforts (but without any payment of money by Seller/Buyer) to obtain the consent of the other parties to any such Strategix Asset or any claim claim, right, or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's ’s obligations, any and all rights of Seller against a third party thereto.

Assignment of Contracts and Rights. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Strategix Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent consent, approval or authorization of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer Purchaser or Seller or their respective Affiliates Sellers thereunder. Seller Sellers and Buyer Purchaser will use their commercially reasonable best efforts to obtain the consent of the other parties to any such Strategix Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may requestPurchaser. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of a Seller or its Affiliates thereunder so that Buyer Purchaser would not in fact receive all such rightsrights as contemplated herein, Seller Sellers and Buyer Purchaser will cooperate in a mutually agreeable arrangement under which Buyer Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing or sub-leasing to BuyerPurchaser, or under which Seller Sellers would enforce for the benefit of BuyerPurchaser, with Buyer Purchaser assuming Seller's Sellers’ obligations, any and all rights of Seller Sellers against a third party thereto.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Prior and subsequent to the Closing, Buyer and Seller and Buyer will use their reasonable best efforts (but without any payment of money by Buyer) to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer or as Buyer reasonably may otherwise request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Buyer and Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing or sub-leasing subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's ’s obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller with respect to any Purchased Asset or any claim or right or any benefit arising thereunder.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset or thereof to in any way adversely affect the rights of Buyer or any Seller or their respective Affiliates thereunder. Seller Sellers and Buyer will use their reasonable best efforts (but without any payment of money by Sellers or Buyer) to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of a Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing, or sub-leasing subleasing to Buyer, or under which Seller Sellers would enforce for the benefit of Buyer, with Buyer assuming Seller's Sellers' obligations, any and all rights of Seller Sellers against a third party thereto. Sellers will promptly pay to Buyer when received all monies received by any Seller under any Purchased Asset or any claim or right or any benefit arising thereunder.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, this Agreement shall not constitute an agreement to assign any Strategix Asset or any claim or right or any benefit arising thereunder or resulting therefrom Contract if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates the Company thereunder. Seller and Buyer The Company will use their its reasonable best efforts to obtain the consent of the other parties to any such Strategix Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Buyer or its designated Affiliate as Buyer reasonably may request. If Unless and until such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller Buyer or its Affiliates the Company thereunder so that Buyer would not in fact receive all rights under such rightsContract, Seller the Company and Buyer will cooperate in a mutually agreeable an arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller the Company would enforce enforce, at Buyer’s expense, for the benefit of Buyer, with Buyer assuming Seller's at Buyer’s expense the Company’s obligations, any and all rights of Seller the Company against a third party thereto. The Company will promptly pay to Buyer when received all monies received by the Company under any such Contracts, and Buyer shall pay, defend, discharge and perform all Liabilities under such Contracts.

Assignment of Contracts and Rights. Anything in this Agreement In the case of any Contracts or ---------------------------------- Permits which are not by their terms assignable or transferable, Seller agrees to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their reasonable its best efforts to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their reasonable best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing, or sub-leasing subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's ’s obligations, any and all rights of Seller against a third party thereto.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or any Seller or their respective Affiliates Party thereto thereunder. Seller Parties and Buyer will use their commercially reasonable best efforts (but without any payment of money by Buyer) to obtain the consent of the other parties to any such Strategix Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer reasonably may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller Parties and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to Buyer, or under which Seller Parties would enforce for the benefit of Buyer, with Buyer assuming Seller's ’s obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement In the case of any contract that is an Acquired Asset which is not by its terms assignable or transferable, the Seller agrees to the contrary notwithstanding, this Agreement shall not constitute an agreement use its best efforts to assign any Strategix Asset obtain all consents or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Strategix Asset or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer will use their reasonable best efforts to obtain the consent of the other parties to any such Strategix Asset or any claim or right or any benefit arising thereunder for from the assignment thereof to Buyer the Sub as Buyer the Sub may reasonably may request. The Sub and the Seller shall cooperate to obtain such consents. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller or its Affiliates thereunder so that Buyer the Sub would not in fact receive all such rights, the Seller and Buyer the Sub will cooperate in a mutually agreeable arrangement under which Buyer the Sub would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing or sub-leasing subleasing to Buyerthe Sub, or under which the Seller would enforce for the benefit of Buyerthe Sub, with Buyer the Sub assuming the Seller's obligationsobligations thereunder relating to the period following Closing, and any and all rights of the Seller against a third party thereto. The Seller shall promptly pay to the Sub when received all moneys received by the Seller under any such contract or claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Strategix Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignmentan attempted assignment thereof, without the consent of a third party theretoparty, would constitute a breach or other contravention of such Strategix Asset thereof or in any way adversely affect the rights of Buyer or Seller or their respective Affiliates thereunder. Seller and Buyer Each party hereto will use their its commercially reasonable best efforts (but without any payment of money) to obtain cooperate in obtaining the consent of the other parties to any such Strategix Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom for the assignment thereof to Buyer Purchaser as Buyer reasonably Purchaser may request. If such consent is not obtainedobtained on or before the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer Purchaser would not in fact receive all such rights, Seller and Buyer Purchaser will cooperate in a mutually agreeable arrangement under which Buyer Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. Seller will promptly pay to Purchaser when received all monies received by Seller (less the actual costs to Seller of cooperating in such arrangements) under any Contract or any claim or right or any benefit arising thereunder, including sub-contracting, sub-licensing or sub-leasing except to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party theretoextent the same represents an Excluded Asset.