Common use of Assignment of Assigned Contracts Clause in Contracts

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. (a)Notwithstanding anything Anything in this Agreement 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”)notwithstanding, this Agreement shall not constitute a sale, assignment, transfer, conveyance an agreement to assign any Assigned Contract or delivery, any claim or right or any benefit arising thereunder or resulting therefrom if an attempted saleassignment thereof, 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 without consent of a Non-Assignable Asset (an “Approval”) has not been obtained on Third Party thereto, would constitute a breach or before other contravention thereof or in any way adversely affect the Closing Date, the rights of Buyer may elect to proceed with or Sellers thereunder. After the Closing, in which case the Sellers shall will use their respective commercially reasonable effortsefforts to promptly obtain the consent of any other Third Party required for the assignment of any such Assigned Contract, or claim or right or any benefit arising thereunder, to Buyer or as Buyer may otherwise request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Buyer would not in fact receive all such rights, Buyer and shall cause each other member of the Seller Group to use its commercially reasonable efforts, and shall Sellers will cooperate with the Buyer in a commercially reasonable manner, to mutually agreeable arrangement under which Buyer would 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 assume the obligations related with respect to such Non-Assignable Asset; providedAssigned Contract in accordance with this Agreement, howeverincluding subcontracting, that sublicensing or subleasing thereof to Buyer, or under which Sellers would enforce for the benefit of Buyer, with Buyer shall undertake assuming Sellers’ obligations (including, without limitation, Sellers’ obligations to pay or satisfy the corresponding liabilities related provide Product 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 obtainedThird Parties), such Non-Assignable Asset shall for any and all purposes rights of this Agreement be treated as Sellers against a Purchased Asset Third Party thereto for no additional financial consideration. ***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Assignment of Assigned Contracts. (a)Notwithstanding 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. (a)Notwithstanding anything Anything in this Agreement 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”)notwithstanding, this Agreement shall not constitute a sale, assignment, transfer, conveyance an agreement to assign any Assigned Contract or delivery, any claim or right or any benefit arising thereunder or resulting therefrom if an attempted saleassignment thereof, 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 without consent of a Non-Assignable Asset (an “Approval”) has not been obtained on Third Party thereto, would constitute a breach or before other contravention thereof or in any way adversely affect the Closing Date, the rights of Buyer may elect to proceed with or Sellers thereunder. After the Closing, in which case the Sellers shall will use their respective commercially reasonable effortsefforts to promptly obtain the consent of any other Third Party required for the assignment of any such Assigned Contract, or claim or right or ***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. any benefit arising thereunder, to Buyer or as Buyer may otherwise request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Buyer would not in fact receive all such rights, Buyer and shall cause each other member of the Seller Group to use its commercially reasonable efforts, and shall Sellers will cooperate with the Buyer in a commercially reasonable manner, to mutually agreeable arrangement under which Buyer would 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 assume the obligations related with respect to such Non-Assignable Asset; providedAssigned Contract in accordance with this Agreement, howeverincluding subcontracting, that sublicensing or subleasing thereof to Buyer, or under which Sellers would enforce for the benefit of Buyer, with Buyer shall undertake assuming Sellers’ obligations (including, without limitation, Sellers’ obligations to pay or satisfy the corresponding liabilities related provide Product 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 obtainedThird Parties), such Non-Assignable Asset shall for any and all purposes rights of this Agreement be treated as Sellers against a Purchased Asset Third Party thereto for no additional financial consideration.

Assignment of Assigned Contracts. (a)Notwithstanding Notwithstanding anything in this Agreement 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”)contrary, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an agreement to assign any Assigned Contract if an attempted saleassignment thereof, 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 without consent of a Non-Assignable Asset (an “Approval”) has not been obtained on third party thereto, would constitute a breach or before other contravention thereof or in any way adversely affect the Closing Date, the rights of 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 thereunder. Seller Group to will use its commercially reasonable efforts, efforts and shall cooperate with the Buyer in a will use its commercially reasonable manner, efforts to obtain the consent of the other parties to any such Approval, or take any other necessary actions, so that Assigned Contract for the Buyer will receive the interest of the applicable member of the Seller Group in the benefits and obligations related assignment thereof to such Non-Assignable AssetBuyer; provided, however, that the neither Buyer nor its Affiliates shall undertake be obligated to pay or satisfy the corresponding liabilities any consideration therefor to any third party from whom any such consent is requested and any costs related to obtaining such Non-Assignable Asset only consent shall be the sole responsibility of Seller. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all rights under such Assigned Contract, then (i) Seller shall continue to be bound by such Assigned Contract and (ii) unless not permitted by the terms thereof or applicable Laws, Buyer shall, as agent or subcontractor for the applicable Seller, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Seller under such Assigned Contract arising solely from and after the Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Buyer would have been responsible therefor if promptly all money, rights and other consideration received by Seller in respect of such Approval had been obtainedperformance. Once If and when any such Approval is obtainedconsent shall be obtained or such Assigned Contract shall otherwise become assignable, Seller shall promptly assign all of such Non-Assignable Asset shall for all purposes Seller rights, obligations and other Liabilities under such Assigned Contract to Buyer without receipt of this Agreement be treated as a Purchased Asset for no additional further consideration, and Buyer shall, without the payment of any further consideration, assume the rights, obligations and other Liabilities under such Assigned Contract arising solely from and after the Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents).