Assignment of Assigned Contracts. (a)Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 4.10, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Buyer of any Purchased Asset would result in violation of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate thereof (including without limitation any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing (each, a “Non-Assignable Asset”), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, of such Non-Assignable Asset. To the extent any such required consent, authorization, approval or waiver, or any release, substitution or amendment in respect of a Non-Assignable Asset (an “Approval”) has not been obtained on or before the Closing Date, the Buyer may elect to proceed with the Closing, in which case the Sellers shall use their respective commercially reasonable efforts, and shall cause each other member of the Seller Group to use its commercially reasonable efforts, and shall cooperate with the Buyer in a commercially reasonable manner, to obtain any such Approval, or take any other necessary actions, so that the Buyer will receive the interest of the applicable member of the Seller Group in the benefits and obligations related to such Non-Assignable Asset; provided, however, that the Buyer shall undertake to pay or satisfy the corresponding liabilities related to such Non-Assignable Asset only to the extent the Buyer would have been responsible therefor if such Approval had been obtained. Once such Approval is obtained, such Non-Assignable Asset shall for all purposes of this Agreement be treated as a Purchased Asset for no additional consideration.
Assignment of Assigned Contracts. Effective as of the date of this Assignment and Assumption Agreement, Seller does hereby irrevocably and unconditionally sell, transfer, convey and deliver to Buyer all of Seller’s right, title and interest in, to and under the Assigned Contracts.
Assignment of Assigned Contracts. The Seller shall have assigned the interests of AP Holdings, AP Services and RP Services, as applicable, in the Assigned Contracts to the Buyer or an Affiliate designated by the Buyer.
Assignment of Assigned Contracts. Effective as of the Closing, Seller hereby sells, transfers, conveys, assigns, grants and delivers to Buyer, free and clear of all Liens, except Permitted Liens, all of its right, title and interest in and to the Assigned Contracts and Buyer hereby accepts the foregoing assignment of the Assigned Contracts, upon the terms and conditions set forth in the Asset Purchase Agreement.
Assignment of Assigned Contracts. To the maximum extent permitted by the Bankruptcy Code and subject to the other provisions of this Section 1.5, the Sellers shall assume and transfer and assign all Acquired Assets to the Purchaser pursuant to Sections 363 and 365 of the Bankruptcy Code as of the Closing Date.
Assignment of Assigned Contracts. 4.2.1 With respect to any Assigned Contract or any claim, right or benefit arising thereunder or resulting therefrom GSI, CACI and CASub shall use their respective best efforts to obtain the written consent of the other parties to such Assigned Contract for the assignment or novation thereof to CASub or written confirmation from such parties reasonably satisfactory in form and substance to CACI and GSI that such consent is not required. As soon as practicable following the date hereof, with respect to each Assigned Contract to which the United States government or an agency thereof is a party, GSI shall either obtain written confirmation reasonably satisfactory in form and substance to CACI and GSI that novation of such Assigned Contract is not required or submit to the relevant responsible contracting officer a written request that the United States government or the relevant agency enter into a government contract novation with GSI with respect to such Assigned Contract. GSI shall take in this regard all actions required or customary under the Federal Acquisition Regulations. Except as provided in the immediately preceding sentence, in no event shall GSI, CACI or CASub or any of their respective Affiliates be obligated to pay any money to the United States government, any agency thereof or any other person or entity or to offer or grant other financial or other accommodations in connection with obtaining any novation, assignment, consent or waiver.
Assignment of Assigned Contracts. Seller hereby assigns, sets over, and transfers to Buyer all of Seller’s right, title and interest in, to, and under the Assigned Contracts. Subject to the provisions of this Agreement, Buyer hereby accepts the foregoing assignment by Seller and assumes all obligations of Seller under the Assigned Contracts which arise, accrue or mature after the date hereof.
Assignment of Assigned Contracts. To the extent that the assignment hereunder of the rights and obligations of the Seller under the Assigned Contracts, or any Contract assumed by Buyer hereunder to which a Subsidiary is a party, shall require the consent of any other Person (or in the event that any of the same shall be non-assignable), neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, the Seller and the Buyer shall use commercially reasonable efforts to obtain the consent of such other Person to an assignment to the Buyer. If such consent is not obtained, the Seller shall cooperate with the Buyer in a reasonable arrangement designed to provide the Buyer with the benefits and burdens of any such Assigned Contracts, including appointing the Buyer to act as Seller's agent or subcontractor to perform all of the Seller's obligations under such Assigned Contracts and to enforce, for the account and benefit of the Buyer, any and all rights of the Seller against any other Person arising out of the breach or cancellation of such Assigned Contracts by such other Person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer).
Assignment of Assigned Contracts. At the Effective Time (as defined below), Assignor hereby assigns to Assignee, free and clear of all liens and encumbrances, other than the Assumed Liabilities (as defined below), and Assignee hereby accepts the assignment of, all of Assignor’s right, title and interest in, to and under the contracts set forth in Schedule A (the “Assigned Contracts”).
Assignment of Assigned Contracts. 6.8.1. On the Transition Date or, with respect to any such contract, on such earlier date as is reasonably practicable following notice by TMC to Nycomed, in each case subject to obtaining any necessary third party consents in accordance with Section 6.8.4, Nycomed shall assign and transfer to TMC or TMC’s designee all of Nycomed’s right, title and interest in and to the contracts set forth on Schedule 6.8 (the “Assigned Contracts”). TMC or the applicable TMC designee shall assume and become responsible for, from and after the relevant Assignment Date, all obligations of Nycomed arising after the relevant Assignment Date under the Assigned Contracts; provided, however, that (a) although such obligations may arise before the relevant Assignment Date, TMC shall be responsible for the payment obligations of Nycomed (and of TMC as the successor-in-interest to Nycomed) arising after the Effective Date under (i) the ISAR 4-Agreement (as defined in the New Distribution Agreement), up to € [**], (ii) the ISAR-3 Reload Agreement (as defined in the New Distribution Agreement), up to € [**], and (iii) the ADONIS Agreement, up to € [**], and (b) although such obligations may arise after the relevant Assignment Date, Nycomed shall be responsible for, and to the extent paid by TMC shall promptly reimburse TMC for, the payment obligations of Nycomed (and of TMC as the successor-in-interest to Nycomed) arising after the Effective Date under (i) the Munich ISAR-3 Agreement (as defined in the New Distribution Agreement) and (ii) the Bad Krozingen ISAR-3 Agreement (as defined in the New Distribution Agreement). For the sake of clarity, Nycomed retains any obligation to pay any amount (x) arising under the ISAR-4 Agreement beyond the € [**] maximum amount payable by TMC pursuant to Section 6.8.1(a)(i), (y) arising under the ISAR-3 Reload Agreement beyond the € [**] maximum amount payable by TMC pursuant to Section 6.8.1(a)(ii) or (z) arising under the ADONIS Agreement beyond the € [**] maximum amount payable by TMC pursuant to Section 6.8.1(a)(iii).
