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, Sellers shall use their reasonable best efforts to cause such third Person to enter into a new agreement with Buyer upon terms and conditions substantially similar to the applicable agreement between the third Person and Sellers.
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, conveys, transfers, assigns and delivers to Buyer, and its successors and assigns, all of Seller’s right, title and interest in, to and under the Assumed Contracts, including those listed on Section 2.2(e) of the Seller Disclosure Letter, and Buyer hereby accepts such sale, conveyance, transfer, assignment and delivery from Seller.
Assignment of Assumed Contracts. (a) 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, including landlord consents in substantially the form described in Section 1.8(d). If Sellers are unable to obtain any such third Person consent, Sellers shall use their reasonable best efforts to cause such third Person to enter into a new agreement with Buyer upon terms and conditions substantially similar to the applicable agreement between the third Person and Sellers. In addition, with respect to each agreement relating to the Business to which Sellers have provided staffing services at any time prior to January 1, 2022, and which is not an Assumed Contract (each, a “Non-Assumed Customer Contract”), in the event that the customer under such Non-Assumed Customer Contract requests staffing services from the Business following the Closing Date, then Sellers and Buyer will use commercially reasonable efforts to assign such Non-Assumed Customer Contract to the Buyer, novate such Non-Assumed Customer Contract to Buyer for no additional consideration, or cause such customer to enter into a new agreement with Buyer.
(b) Notwithstanding anything to the contrary in this Agreement or any ancillary transaction document or instrument delivered at Closing, to the extent that any Assumed Contract is not assignable to Buyer without the consent, approval, waiver, agreement or action of any other Person (other than Sellers), pursuant to the Assumed Contract or otherwise, there shall be no assignment or attempted assignment to Buyer of such Assumed Contract at the Closing under this Agreement in the absence of such Person’s consent, approval, waiver, agreement or action, unless otherwise agreed by the Parties in writing, and this Agreement shall not be deemed to constitute an assignment or attempted assignment thereof (each such asset, a “Nonassigned Contract”). Following the Closing, the Sellers and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate any Nonassigned Contract, so that, in any case, Buyer shall rece...
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.
(b) Sellers hereby irrevocably appoint Buyer, its successors and assigns, the attorney for Sellers, with full power of substitution and revocation, at the expense of Buyer, to enforce and protect all rights to and under the Purchased Assets.
Assignment of Assumed Contracts. (a) To the extent that any Assumed Contract is not capable of being transferred or assigned by Seller to Buyer (a "Transfer") without the consent, -------- approval or waiver of a third party or other entity, or if such Transfer or attempted Transfer would constitute a breach of such Assumed Contract or a violation of any law, statute, rule, regulation, ordinance, order, code, arbitration award, judgment, decree or other legal requirement of any governmental entity, nothing in this Agreement will constitute a Transfer or an attempted Transfer thereof.
(b) Seller will use its best efforts, and Buyer will cooperate with Seller in such efforts, to obtain such consents, approvals and waivers to resolve the impracticalities of Transfer referred to in Section 6.16(a) and to obtain any other consents, approvals and waivers necessary to Transfer to Buyer all of such Assumed Contracts.
(c) To the extent that the consents, approvals and waivers referred to in Section 6.16(a) are not obtained by Seller, or until the impracticalities of Transfer referred to therein are resolved, Seller will, during the terms of the affected Assumed Contract, use its best efforts to (i) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer, and (ii) enforce, at the written request of Buyer, for the account of Buyer, any rights of Seller arising from any such Assumed Contract (including the right to elect to terminate such Assumed Contract in accordance with the terms thereof, upon the prior written consent and advice of Buyer).
Assignment of Assumed Contracts. Transferor hereby agrees to assign, transfer and deliver, and Transferee agrees to assume and accept, all of the contracts listed on Exhibit C hereto (collectively, the “Assumed Contracts”). In connection with such assignment, contemporaneously with the execution and delivery of this Agreement, each Party shall execute and deliver to the other Party that certain Assignment and Assumption Agreement, in the form attached as Exhibit D hereto, by which the Transferee agrees to assume only those Liabilities arising under the Assumed Contracts from and after the Closing (as defined below) (for the avoidance of doubt, excluding from such assumed Liabilities, those attributable to any failure by the Transferor to comply with the terms of the Assumed Contracts) (the “Assumed Liabilities”). For purposes of this Agreement, the term “Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Legal Requirement (as defined below), action or order, liabilities for taxes and those liabilities arising under any contract.
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 Assumed Contracts. Effective as of the Closing, Buyer hereby accepts the foregoing assignment.
