Common use of Alternative to Assignment Clause in Contracts

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Assumed Contracts as described in Section 6.7(b), or if such attempted assignment would give rise to any right of termination on the part of the other party to such Assumed Contract, or would otherwise adversely affect the rights of Purchaser under such Assumed Contract, or would not assign all of Seller’s rights thereunder at the Closing and provided Purchaser waives Section 8.3(e) (if applicable) with respect thereto, from and after the Closing, Seller and Purchaser shall continue to cooperate and use commercially reasonable efforts to obtain all consents and approvals required to provide Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use commercially reasonable efforts to (i) provide to Purchaser, at the request of Purchaser, the benefits of any such Assumed Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and (iii) enforce, at the request of and for the account of Purchaser, any rights of Seller arising from any such Assumed Contract against any third Person (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any Assumed Contract referred to herein (whether from Seller or otherwise), Purchaser shall perform on behalf of Seller and for the benefit of any third Person (including any Governmental Authority) the obligations of Seller thereunder or in connection therewith. The parties agree to the additional matters regarding assignment set forth on Section 6.7(c) of the Disclosure Schedule with respect to certain Assumed Contracts.

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Assumed Business Contracts as described in Section 6.7(b8.8(c), or if such attempted assignment would give rise to any right of termination on the part of the other party to such Assumed Contracttermination, or would otherwise adversely affect the rights of Purchaser Seller or Buyer under such Assumed Business Contract, or would not assign all of Seller’s 's rights thereunder at the Closing and provided Purchaser Buyer waives Section 8.3(e7.1(e) (if applicable) with respect thereto, from and after the Closing, Seller and Purchaser Buyer shall continue to cooperate and use commercially reasonable best efforts to obtain all consents and approvals required to provide Purchaser Buyer with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use commercially reasonable best efforts (but without the expenditure, in the aggregate, of any material sum) to (i) provide to PurchaserBuyer, at the request of PurchaserBuyer, the benefits of any such Assumed Business Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser Buyer and (iii) enforce, at the request of and for the account of PurchaserBuyer, any rights of Seller arising from any such Assumed Business Contract against any third Person (including any Governmental Authorityor Regulatory Body) including the right to elect to terminate in accordance with the terms thereof upon the advice of PurchaserBuyer. To the extent that Purchaser Buyer is provided the benefits of any Assumed Business Contract referred to herein (whether from Seller or otherwise), Purchaser Buyer shall perform on behalf of Seller and for the benefit of any third Person (including any Governmental Authorityor Regulatory Body) the obligations of Seller thereunder or in connection therewith. The parties agree Buyer agrees to pay, perform and discharge, and indemnify Seller against and hold harmless from, all Liabilities of Seller relating to such performance or failure to perform, and in the additional matters regarding assignment set forth on Section 6.7(c) event of the Disclosure Schedule a failure of such indemnity, Seller shall cease to be obligated under this Agreement with respect to certain Assumed Contractsthe Business Contract which is the subject of such failure.

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Assumed Contracts as described in Section 6.7(b8.7(b), or if such attempted assignment would give rise to any right of termination on the part of the other party to such Assumed Contract, or would otherwise materially and adversely affect the rights of Purchaser Buyer under such Assumed Contract, or would not assign all of Seller’s rights thereunder at the Closing and provided Purchaser Buyer waives Section 8.3(e9.1(d) (if applicable) with respect thereto, from and after the Closing, Seller and Purchaser Buyer shall continue to cooperate and use commercially reasonable best efforts to obtain all consents and approvals required to provide Purchaser Buyer with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use commercially reasonable efforts best efforts, at the sole expense and liability of Buyer, to (i) provide to PurchaserBuyer, at the request of PurchaserBuyer, the benefits of any such Assumed Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser Buyer and (iii) enforce, at the request of and for the account of PurchaserBuyer, any rights of Seller arising from any such Assumed Contract against any third Person (including any Governmental AuthorityEntity) including the right to elect to terminate in accordance with the terms thereof upon the advice of PurchaserBuyer. To the extent that Purchaser Buyer is provided the benefits of any Assumed Contract referred to herein (whether from Seller or otherwise), Purchaser Buyer shall perform perform, at its sole expense and liability, on behalf of Seller and for the benefit of any third Person (including any Governmental AuthorityEntity) the obligations of Seller thereunder or in connection therewith. The parties agree To the extent that Buyer is provided the benefits of any Assumed Contract referred to the herein (whether from Seller or otherwise) and Buyer performs on behalf of Seller and for Seller thereunder or in connection therewith, Seller acknowledges and agrees that it will not charge Buyer for any general administrative costs or any additional matters regarding assignment set forth on Section 6.7(c) profit margin of the Disclosure Schedule with respect to certain Assumed ContractsSeller thereunder or in connection therewith.

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Assumed Contracts as described in Section 6.7(b7.7(b), or if such attempted assignment would give rise to any right of termination on the part of the other party to such Assumed Contract, or would otherwise materially and adversely affect the rights of Purchaser Buyer under such Assumed Contract, or would not assign all of Seller’s rights thereunder at the Closing and provided Purchaser Buyer waives Section 8.3(e8.1(e) (if applicable) with respect thereto, from and after the Closing, Seller and Purchaser Buyer shall continue to cooperate and use commercially reasonable best efforts to obtain all consents and approvals required to provide Purchaser Buyer with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use commercially reasonable best efforts (but without the expenditure, individually or in the aggregate, of any material sum) to (i) provide to PurchaserBuyer, at the request of PurchaserBuyer, the benefits of any such Assumed Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser Buyer and (iii) enforce, at the request of and for the account of PurchaserBuyer, any rights of Seller arising from any such Assumed Contract against any third Person (including any Governmental AuthorityEntity) including the right to elect to terminate in accordance with the terms thereof upon the advice of PurchaserBuyer. To the extent that Purchaser Buyer is provided the benefits of any Assumed Contract referred to herein (whether from Seller or otherwise), Purchaser Buyer shall perform on behalf of Seller and for the benefit of any third Person (including any Governmental AuthorityEntity) the obligations of Seller thereunder or in connection therewith. The parties agree To the extent that Buyer is provided the benefits of any Assumed Contract referred to the herein (whether from Seller or otherwise) and Buyer performs on behalf of Seller and for Seller thereunder or in connection therewith, Seller acknowledges and agrees that it will not charge Buyer for any general administrative costs or any additional matters regarding assignment set forth on Section 6.7(c) profit margin of the Disclosure Schedule with respect to certain Assumed ContractsSeller thereunder or in connection therewith.

Alternative to Assignment. In the event Seller shall be unable to make the transfer of one or more Assumed Business Contracts as described in Section 6.7(b8.9(c), or if such attempted assignment would give rise to any right of termination on the part of the other party to such Assumed Contracttermination, or would otherwise adversely affect the rights of Purchaser Seller or Buyer under such Assumed Business Contract, or would not assign all of Seller’s 's rights thereunder at the Closing and provided Purchaser Buyer waives Section 8.3(e7.1(d) (if applicable) with respect thereto, from and after the Closing, Seller and Purchaser Buyer shall continue to cooperate and use commercially all reasonable efforts to obtain all consents and approvals required to provide Purchaser Buyer with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use commercially all reasonable efforts (without the expenditure, in the aggregate, of any material sum) to (i) provide to PurchaserBuyer, at the request of PurchaserBuyer, the benefits of any such Assumed Business Contract to the extent related to the Business, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser Buyer and (iii) enforce, at the request of and for the account of PurchaserBuyer, any rights of Seller arising from any such Assumed Business Contract against any third Person (including any Governmental Authorityor Regulatory Body) including the right to elect to terminate in accordance with the terms thereof upon the advice of PurchaserBuyer. To the extent that Purchaser Buyer is provided the benefits of any Assumed Business Contract referred to herein (whether from Seller or otherwise), Purchaser Buyer shall perform on behalf of Seller and for the benefit of any third Person (including any Governmental Authorityor Regulatory Body) the obligations of Seller thereunder or in connection therewith. The parties agree Buyer agrees to pay, perform and discharge, and indemnify Seller against and hold harmless from, all Liabilities of Seller relating to such performance or failure to perform, and in the additional matters regarding assignment set forth on Section 6.7(c) event of the Disclosure Schedule a failure of such indemnity, Seller shall cease to be obligated under this Agreement with respect to certain Assumed Contractsthe Business Contract which is the subject of such failure.