Common use of Assignment of Assumed Contracts Clause in Contracts

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. Seller shall use its commercially reasonable best efforts to obtain and deliver to Buyer promptly upon receipt, but not later than within 30 days Business 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 shallthen, at the reasonable direction of Buyer, Seller shall (each of the below alternatives, an “Assignment Alternative”): (a) use its commercially 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 agreement between the third Person and Seller and/or Seller; or (iib) act after the Closing as Buyer’s agent for sole purposes of obtaining for use its commercially reasonable efforts to bestow to Buyer the claims, rights and benefits of Seller under such Assumed Contract or Asset until such consent is obtained. Without limiting the generality of the foregoing, Seller and Buyer will cooperate with Buyer in any other commercially reasonable to establish an arrangement designed (including through a subcontracting, subleasing, sublicensing, agency or similar arrangement to provide the extent not prohibited under such benefits Assumed Contract or by Law), effective as of the Closing Date and reasonably satisfactory to Buyer (such actions in clauses (i) and (ii) being “Alternative Arrangements”)Seller, in each case under which 29 Buyer would obtain, to the maximum extent permitted by Law possible, the claims, rights and the benefits of Seller under such Assumed Contract or other Asset.. 4.9

Assignment of Assumed Contracts. Seller (a) Sellers shall use its 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. 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 consentlandlord consents in substantially the form described in Section 1.8(d). If Seller is Sellers are unable to obtain any such third Person consent, Seller shall, at the reasonable direction of Buyer, Sellers shall use its their 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 agreement between the third Person and Seller and/or (ii) act after Sellers. In addition, with respect to each agreement relating to the Closing as Buyer’s agent for sole purposes of obtaining for Buyer the benefits under such Business to which Sellers have provided staffing services at any time prior to January 1, 2022, and which is not an 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 each, a “Alternative ArrangementsNon-Assumed Customer Contract”), in each case 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 maximum extent permitted by Law and the Buyer, novate such Non-Assumed Customer Contract to Buyer for no additional consideration, or other Assetcause such customer to enter into a new agreement with Buyer.

Assignment of Assumed Contracts. Seller shall use its commercially 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 adverse 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 (including certificates of insurance) 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 commercially 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.