Common use of Assignment of Acquired Assets Clause in Contracts

Assignment of Acquired Assets. To the maximum extent permitted by the Bankruptcy Code, the Acquired Assets shall be assumed by 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 Sale Order or this Agreement, as applicable. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any right thereunder if an attempted assignment without the consent of a third party, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), would be legally invalid. If with respect to any Acquired Asset such consent is not obtained or such assignment is not attainable pursuant to Sections 105, 363 or 365 of the Bankruptcy Code other than as a result of the failure to pay Cure Costs (other than Cure Costs to be paid by Buyer pursuant to Section 2.5), then such Acquired Asset shall not be transferred hereunder and the Closing shall proceed with respect to the remaining Acquired Assets without any reduction in the Purchase Price. In the case of licenses, certificates, approvals, authorizations, leases, Contracts and other commitments included in the Acquired Assets (i) that cannot be transferred or assigned without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer in endeavoring to obtain such consent and, if any such consent is not obtained, Sellers shall, following the Closing, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, cooperate with Buyer in all reasonable respects to provide to Buyer the benefits thereof in some other manner, or (ii) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, following the Closing, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer to provide to Buyer the benefits thereof in some other manner (including the exercise of the rights of Sellers thereunder); provided that nothing in this Section 2.6 shall (x) require Sellers to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash or (y) prohibit any Seller from ceasing operations or winding up its affairs following the Closing.

Assignment of Acquired Assets. To the maximum extent permitted by the Bankruptcy Code(a) Seller and Buyer shall each use commercially reasonable efforts to obtain (and shall use commercially reasonable efforts to cooperate with each other in obtaining) any consents or approvals required from third parties to assign, convey or transfer the Acquired Assets shall be assumed by and assigned to Buyer pursuant to Section 365 in connection with the consummation of the Bankruptcy Code as of transactions contemplated by this Agreement and release Seller from any guarantees or similar obligations. (b) Notwithstanding anything to the Closing Date or such other date as specified contrary in the Sale Order or this Agreement, as applicable. Notwithstanding any other provision of this Agreement to the contraryextent that any sale, transfer, conveyance or assignment or attempted sale, transfer, conveyance or assignment of any Assigned Contract or other Acquired Asset to be sold, transferred, conveyed or assigned to Buyer, or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”), would constitute a breach thereunder or with respect thereto, or such Interest is not capable of being sold, transferred, conveyed or assigned without any action, approval, consent or authorization (“Consent”) which has not been obtained by (or does not remain in full force and effect at) the Closing, this Agreement shall not constitute a sale, transfer, conveyance or assignment thereof, or an agreement attempted sale, transfer, conveyance or assignment thereof, unless and until such Interest (a “Retained Interest”) can be sold, transferred, conveyed and assigned without such a breach or such Consent is obtained, at which time such Retained Interest shall be deemed to be sold, transferred, conveyed and assigned for no additional consideration and without any further action on the part of Buyer or Seller and shall cease to be a Retained Interest; provided, however, that the representations contained in this Agreement applicable to such Interest shall apply to such Interest as if such Interest was transferred at the Closing. (c) To the extent any of the Consents necessary to sell, transfer, convey or assign any asset or any right thereunder if an attempted assignment without the consent of a third party, which consent Interest has not been obtained prior (or does not remain in full force and effect) as of the Closing, Seller shall be responsible for obtaining any such Consents and Seller and Buyer shall, while such Interest remains a Retained Interest, use their reasonable efforts to (i) cooperate in any reasonable and lawful arrangements designed to provide the Closing benefits of such Retained Interest to Buyer and (after giving effect ii) continue to hold and operate such Retained Interest in all material respects in the Sale Order ordinary course of business consistent with past practice and taking into account the Transactions. To the extent that Buyer is provided all of the material benefits of any Retained Interest pursuant to this Section 2.6, Buyer shall, if so permitted with respect to such Retained Interest, as agent or subcontractor for Seller, pay, perform and discharge for the benefit of Seller and the Bankruptcy Code)other Persons that are parties thereto all of the Liabilities of Seller thereunder that, but for the lack of the Consent needed to assign such Liabilities to Buyer, would be legally invalid. If with respect to any Acquired Asset such consent is not obtained or such assignment is not attainable pursuant to Sections 105, 363 or 365 of the Bankruptcy Code other than as a result of the failure to pay Cure Costs (other than Cure Costs to be paid by Buyer pursuant to Section 2.5), then such Acquired Asset shall not be transferred hereunder Assumed Liabilities from and after the Closing shall proceed with respect to Date. To the remaining Acquired Assets without any reduction in the Purchase Price. In the case of licensesextent permitted under applicable Law, certificates, approvals, authorizations, leases, Contracts and other commitments included in the Acquired Assets (i) that cannot be transferred or assigned without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Sellers Seller shall, at Buyer¶s sole expense Xxxxx’s expense, hold in trust for and subject pay to Buyer, promptly upon receipt thereof, all income, proceeds and other monies received by Seller to the extent related to any approval of Retained Interest in connection with the Bankruptcy Court that may be required, reasonably cooperate with Buyer in endeavoring to obtain such consent and, if any such consent is not obtained, Sellers shall, following the Closing, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, cooperate with Buyer in all reasonable respects to provide to Buyer the benefits thereof in some other manner, or (ii) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, following the Closing, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer to provide to Buyer the benefits thereof in some other manner (including the exercise of the rights of Sellers thereunder); provided that nothing in arrangements under this Section 2.6 shall (x) require Sellers to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash or (y) prohibit any Seller from ceasing operations or winding up its affairs following the Closing2.6.

Assignment of Acquired Assets. To the maximum extent permitted by the Bankruptcy Code, the Acquired Assets shall be assumed by 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 Sale Order or this Agreement, as applicable. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any right thereunder if an attempted assignment without the consent of a third party, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), would be legally invalid. If with respect to any Acquired Asset such consent is not obtained or such assignment is not attainable pursuant to Sections 105, 363 or 365 of the Bankruptcy Code other than as a result of the failure to pay Cure Costs (other than Cure Costs to be paid by Buyer pursuant to Section 2.5), then such Acquired Asset shall not be transferred hereunder and the Closing shall proceed with respect to the remaining Acquired Assets without any reduction in the Purchase Price. In the case of licenses, certificates, approvals, authorizations, leases, Contracts and other commitments included in the Acquired Assets (i) that cannot be transferred or assigned without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, at Buyer¶s Buyer’s sole expense and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer in endeavoring to obtain such consent and, if any such consent is not obtained, Sellers shall, following the Closing, at Buyer¶s Buyer’s sole expense and subject to any approval of the Bankruptcy Court that may be required, cooperate with Buyer in all reasonable respects to provide to Buyer the benefits thereof in some other manner, or (ii) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, following the Closing, at Buyer¶s Buyer’s sole expense and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer to provide to Buyer the benefits thereof in some other manner (including the exercise of the rights of Sellers thereunder); provided that nothing in this Section 2.6 shall (x) require Sellers to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash or (y) prohibit any Seller from ceasing operations or winding up its affairs following the Closing.

Assignment of Acquired Assets. To the maximum extent permitted by the Bankruptcy Code(a) Seller and Buyer shall each use commercially reasonable efforts to obtain (and shall use commercially reasonable efforts to cooperate with each other in obtaining) any consents or approvals required from third parties to assign, convey or transfer the Acquired Assets shall be assumed by and assigned to Buyer pursuant to Section 365 in connection with the consummation of the Bankruptcy Code as of transactions contemplated by this Agreement and release Seller from any guarantees or similar obligations. (b) Notwithstanding anything to the Closing Date or such other date as specified contrary in the Sale Order or this Agreement, as applicable. Notwithstanding any other provision of this Agreement to the contraryextent that any sale, transfer, conveyance or assignment or attempted sale, transfer, conveyance or assignment of any Assigned Contract or other Acquired Asset to be sold, transferred, conveyed or assigned to Buyer, or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”), would constitute a breach thereunder or with respect thereto, or such Interest is not capable of being sold, transferred, conveyed or assigned without any action, approval, consent or authorization (“Consent”) which has not been obtained by (or does not remain in full force and effect at) the Closing, this Agreement shall not constitute a sale, transfer, conveyance or assignment thereof, or an agreement attempted sale, transfer, conveyance or assignment thereof, unless and until such Interest (a “Retained Interest”) can be sold, transferred, conveyed and assigned without such a breach or such Consent is obtained, at which time such Retained Interest shall be deemed to be sold, transferred, conveyed and assigned for no additional 165530988v21 consideration and without any further action on the part of Buyer or Seller and shall cease to be a Retained Interest; provided, however, that the representations contained in this Agreement applicable to such Interest shall apply to such Interest as if such Interest was transferred at the Closing. (c) To the extent any of the Consents necessary to sell, transfer, convey or assign any asset or any right thereunder if an attempted assignment without the consent of a third party, which consent Interest has not been obtained prior (or does not remain in full force and effect) as of the Closing, Seller shall be responsible for obtaining any such Consents and Seller and Buyer shall, while such Interest remains a Retained Interest, use their reasonable efforts to (i) cooperate in any reasonable and lawful arrangements designed to provide the Closing benefits of such Retained Interest to Buyer and (after giving effect ii) continue to hold and operate such Retained Interest in all material respects in the Sale Order ordinary course of business consistent with past practice and taking into account the Transactions. To the extent that Buyer is provided all of the material benefits of any Retained Interest pursuant to this Section 2.6, Buyer shall, if so permitted with respect to such Retained Interest, as agent or subcontractor for Seller, pay, perform and discharge for the benefit of Seller and the Bankruptcy Code)other Persons that are parties thereto all of the Liabilities of Seller thereunder that, but for the lack of the Consent needed to assign such Liabilities to Buyer, would be legally invalid. If with respect to any Acquired Asset such consent is not obtained or such assignment is not attainable pursuant to Sections 105, 363 or 365 of the Bankruptcy Code other than as a result of the failure to pay Cure Costs (other than Cure Costs to be paid by Buyer pursuant to Section 2.5), then such Acquired Asset shall not be transferred hereunder Assumed Liabilities from and after the Closing shall proceed with respect to Date. To the remaining Acquired Assets without any reduction in the Purchase Price. In the case of licensesextent permitted under applicable Law, certificates, approvals, authorizations, leases, Contracts and other commitments included in the Acquired Assets (i) that cannot be transferred or assigned without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Sellers Seller shall, at Buyer¶s sole expense Xxxxx’s expense, hold in trust for and subject pay to Buyer, promptly upon receipt thereof, all income, proceeds and other monies received by Seller to the extent related to any approval of Retained Interest in connection with the Bankruptcy Court that may be required, reasonably cooperate with Buyer in endeavoring to obtain such consent and, if any such consent is not obtained, Sellers shall, following the Closing, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, cooperate with Buyer in all reasonable respects to provide to Buyer the benefits thereof in some other manner, or (ii) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, following the Closing, at Buyer¶s sole expense and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer to provide to Buyer the benefits thereof in some other manner (including the exercise of the rights of Sellers thereunder); provided that nothing in arrangements under this Section 2.6 shall (x) require Sellers to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash or (y) prohibit any Seller from ceasing operations or winding up its affairs following the Closing2.6.