Assignment of Assigned Agreements. To the extent that any of the --------------------------------- Assigned Agreements being assigned pursuant hereto is not assignable without the consent of another Person and such Consent has not been obtained on or prior to the Closing Date, this Agreement shall not constitute an assignment or attempted assignment of such Assigned Agreement if such assignment or attempted assignment would constitute a breach thereof. AT&T PCS agrees to use commercially reasonable efforts to obtain (i) the Consent of such other Person to an assignment in all cases in which Consent is required or (ii) novation agreements to Assigned Agreements not so assignable. If such Consent or novation is not obtained, AT&T PCS agrees to cooperate with the Company to provide for the Company, to the extent permitted under the terms of such Assigned Agreement, the benefits under such Assigned Agreement, including enforcement of any and all rights of AT&T PCS against the other Person that is a party thereto arising out of the cancellation by such other Person or otherwise.
Assignment of Assigned Agreements. Upon Shire’s written request, to the extent of any Assigned Agreement that is in effect upon the effective date of termination and subject to any consent required of any counterparty to the applicable Assigned Agreement (which Mirum shall use good faith efforts to secure at no cost to Mirum), Mirum shall assign (or cause to be assigned) to Shire (or its designated Affiliate) any or all of such Assigned Agreements and shall execute such documents, and perform such other acts, as may be necessary or appropriate in order to effectuate such assignment. Shire (or its designated Affiliate) will (A) accept the assignment of such Assigned Agreements and agree to timely perform, pay and discharge, as and when due, all duties and obligations of Mirum and its Affiliates under the Assigned Agreements to the extent arising after the effective date of such assignment excluding all liabilities arising from any failure by Mirum or its Affiliates to timely perform, pay and discharge, as and when due, all duties and obligations of Mirum and its Affiliates under the Assigned Agreements prior to such effective date, which shall remain liabilities of Mirum or its Affiliates, and (B) agrees to be substituted for Mirum or its Affiliate, as applicable, as a party to the Assigned Agreements from and after the effective date of such assignment. Notwithstanding the foregoing, if termination is by Shire solely with respect to the SHP626 Compounds and SHP626 Licensed Products in accordance with the last sentence of Section 8.2, then (i) in lieu of assignment of the Satiogen Agreement to Shire, at Shire’s request, to the extent the Satiogen Agreement is in effective upon the effective date of such termination, Mirum shall and hereby does delegate to Shire all of Mirum’s rights under the Satiogen Agreement regarding the preparation, filing, prosecution, maintenance, defense and enforcement of the Satiogen Patents and Mirum shall cooperate with Shire in accordance therewith pursuant to Sections 6.2(e) and 6.3(c), mutatis mutandis, and Shire shall, and hereby does, accept all responsibility and liability for the performance of such activities delegated to it, and (ii) if Shire does not request assignment of the Sanofi Agreement, to the extent the Sanofi Agreement is in effective upon the effective date of such termination, Mirum must either comply with the Sanofi Agreement or terminate the Sanofi Agreement in accordance with its terms and, if Mirum does not terminate the Sanofi Agreement,...
Assignment of Assigned Agreements. The Assignor hereby assigns, --------------------------------- transfers and conveys to the Assignee all of its rights, interests, duties, obligations and liabilities in, to and under the Assigned Agreements.
Assignment of Assigned Agreements. The Assignor does hereby irrevocably and unconditionally quitclaim, assign, transfer, convey and set over unto the Assignee all of the Assignor's rights, title, interests, duties, obligations and liabilities in, to and under the Assigned Agreements. Notwithstanding the foregoing, the Assignee agrees that unless an Event of Default shall exist under the Loan Agreement, the Assignee shall not exercise the right of the Assignor to demand payment under the Intercompany Note.
Assignment of Assigned Agreements. The Seller hereby assigns, transfers, conveys and delegates to the Purchaser any and all of its interest in and rights, duties and obligations set forth in the Assigned Agreements.
Assignment of Assigned Agreements. Seller shall use its commercially reasonable efforts, at Seller's sole cost and expense, to cause assignment to Wonderware, effective at Closing, of all Assigned Contracts that, by their terms or by law, may not be assigned or transferred to Wonderware without the consent (written or otherwise) of any party to such Assigned Contract.
Assignment of Assigned Agreements. To the extent that any assignment of any of the Assigned Agreements results in a breach under, or is not effective for any of such Assigned Agreements, Buyer and Seller shall cooperate with each other and shall use their best reasonable efforts to obtain such consents to assignment and/or to satisfy such other conditions to assignment as may be needed in order to effect the assignments of the Assigned Agreements to Buyer in accordance with the Assumption Agreement. Seller shall indemnify Buyer against, and hold Buyer harmless from, any such breach and any ineffective assignment.
Assignment of Assigned Agreements. To the extent assignable, Assignor hereby assigns and transfers to Assignee all of its rights and obligations, in, under and to the Assigned Agreements, without representation or warranty except as expressly set forth in the Agreement and subject to the terms of the Agreement, and delegates to Assignee all of its duties thereunder.
Assignment of Assigned Agreements. To the extent that any Assigned --------------------------------- Agreement is not capable of being assigned, transferred or conveyed without the approval, consent, novation or waiver of the issuer thereof or the other party or parties thereto, or any other third person (including an Authority), or would be breached in the event of a sale, assignment, transfer, or conveyance without such approval, consent or waiver, this Agreement shall not, in the event any such issuer or third party shall object to such assignment, constitute a sale, assignment, transfer or conveyance thereof, or an attempted sale, assignment, transfer or conveyance thereof absent such approval, consent or waiver. At the request of Nexell California, Xxxxxx shall use its commercially reasonable best efforts, both prior and subsequent to the applicable Asset Transfer Closing Date, to obtain all necessary approvals, consents or waivers necessary to convey to Nexell California each such Assigned Agreement as soon as reasonably practicable; provided, however, that Xxxxxx shall not be required to pay any -------- ------- additional consideration in order to obtain such approvals, consents or waivers. Schedules 1.1(b) and 1.1(c) identify those US Assigned Agreements for which ---------------- ------ Xxxxxx has not received the necessary approvals, consents or waivers as of the date of this Agreement. As of the ROW Asset Transfer Closing, the schedules to be delivered by Xxxxxx to Nexell California pursuant to Section 2.4 of this Agreement shall identify those ROW Assigned Agreements for which Xxxxxx has not received the necessary approvals, consents or waivers as of the date of such schedules. To the extent any of the approvals, consents or waivers referred to in this Section 10 have not been obtained as of the applicable Asset Transfer Closing Date, Xxxxxx shall, during the remaining term of the applicable Assigned Agreement (and without limiting Nexell California's right to have Xxxxxx persist, following the applicable Asset Transfer Closing Date, in attempting to obtain any such approval, consent or waiver), exercise commercially reasonable best efforts to cooperate with Nexell California in any reasonable and lawful arrangements designed to provide the benefits of such Assigned Agreement to Nexell California.
Assignment of Assigned Agreements. 21 SECTION 5.11. Confidentiality Obligations..........................22 SECTION 5.12. Due Diligence........................................22
