Assignment of Assumed Contracts. Sellers shall use their reasonable best efforts to obtain and deliver to Buyer promptly upon receipt, but not later than 30 days after the Closing Date, all third Person consents that are necessary for the assignment and transfer of the Assumed Contracts and any other Asset to Buyer without any material change in their respective terms, unless such changes are reasonably acceptable to Buyer. If Sellers are unable to obtain any such third Person consent, then, at the reasonable direction of Buyer, Sellers shall (each of the below alternatives an “Assignment Alternative”):
Assignment of Assumed Contracts. Seller shall use its reasonable best efforts to obtain and deliver to Buyer promptly upon receipt, but not later than 30 days after the Closing Date, all third Person consents that are necessary for the assignment and transfer of the Assumed Contracts and any other Asset to Buyer without any material change in their respective terms, unless such changes are reasonably acceptable to Buyer. Buyer shall cooperate with Seller and use its commercially reasonable efforts to assist Seller in obtaining such consents, including providing such information regarding Buyer as such third Persons shall reasonably request as a condition to providing their consent. If Seller is unable to obtain any such third Person consent, Seller shall, at the reasonable direction of Buyer, use its reasonable best efforts to (i) cause such third Person to enter into a new agreement with Buyer upon terms and conditions substantially similar to the applicable Assumed Contract between the third Person and Seller and/or (ii) act after the Closing as Buyer’s agent for sole purposes of obtaining for Buyer the benefits under such Assumed Contract and cooperate with Buyer in any other commercially reasonable arrangement designed to provide such benefits to Buyer (such actions in clauses (i) and (ii) being “Alternative Arrangements”), in each case to the maximum extent permitted by Law and the Assumed Contract or other Asset.
Assignment of Assumed Contracts. Effective as of the Closing, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer all of Seller’s right, title and interest in, to and under the CFF Agreement. Effective as of the Closing, Buyer hereby accepts the foregoing assignment. CFF hereby consents to the assignment and transfer of the CFF Agreement and all obligations of Parent under the CFF Agreement to Buyer.
Assignment of Assumed Contracts. IGI shall have caused the Assumed Contracts to be assigned to GMC and shall deliver to GMC evidence of such assignments, in form and substance satisfactory to GMC.
Assignment of Assumed Contracts. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells and assigns to Buyer, and its successors and assigns, all of Seller’s right, title and interest in, to and under the Assumed Contracts.
Assignment of Assumed Contracts. An assignment of the Assumed Contracts.
Assignment of Assumed Contracts. (i) As of the Effective Date (or within [ ] ([ ]) [ ] thereafter if requested by Eyenovia), Eyenovia shall assign to Bausch Health (or its designated Affiliate), and Bausch Health (or its designated Affiliate) shall assume, the Assumed Contracts (and the rights and obligations thereunder arising after the Effective Date); provided however that Bausch Health shall not assume or agree to pay, discharge, or perform any liabilities or obligations relating to the period prior to the Effective Date or actual date of assignment and assumption, if later, including any such liabilities arising out of any breach by Eyenovia or its Affiliates of any provision of any Assumed Contract. In connection herewith, as of the Effective Date, the Parties (or their respective Affiliates) shall execute an assignment and assumption agreement with respect to such Assumed Contracts, in a form to be agreed upon by the Parties, acting reasonably and good faith.
Assignment of Assumed Contracts. The consent to the assignment of Assumed Contracts had not been made a condition to Closing and each party agrees to use reasonable efforts to cooperate in securing an assignment of those Assumed Contracts subsequent to Closing and not later than one hundred twenty (120) days (the "CONSENT PERIOD") from and after the Closing. The responsibility for securing the consent to the assignment will be a joint effort of Sellers and Buyers. Parties shall agree on form of Consent. Sellers, at their option, may endeavor to secure a novation of the Assumed Contracts. Sellers will remain the nominal billing entity and will support the collection of Accounts Receivable to be transmitted to Buyers without charge to Buyers. Buyers shall be entitled to the benefits of such Assumed Contracts after the Closing Date to the extent that Sellers may provide Buyers with such benefits without violating the terms of such Assumed Contracts. Buyers agree to perform at their sole expense all of the obligations of Sellers to be performed under such Assumed Contracts, the benefit of which Buyers are receiving after the Closing Date. In the event, despite the exercise of reasonable efforts, Buyers and Sellers are unable to secure a consent to the assignment of an Assumed Contract during the Consent Period, Buyers shall perform, on behalf of Sellers, on a subcontract basis, the obligations of Sellers, and Sellers will transfer payments received from customers to Buyers without charge to Buyers. Buyers further agree that they will not expand any of the Assumed Contracts, but may extend them if the customer requires this as a condition to consenting to the assignment. Buyers further agree to enter into a new contract with customers upon completion of the existing contracts.
Assignment of Assumed Contracts. The Vendor will assign each of the Assumed Contracts.
Assignment of Assumed Contracts. (a) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers hereby assign, convey, transfer and deliver to Buyer all of Sellers' rights and privileges under each of the Assumed Contracts listed in Schedule 4.15(a) hereto.
