Assignment of Contracts Clause Samples

Assignment of Contracts. On or before the Effective Date, Seller shall have delivered to Buyer all of the Contracts presently in force and shall have effected a valid assignment of all of Seller's rights and obligations thereunder.

Assignment of Contracts. An Assignment and Assumption of Service Contracts, Guaranties and Warranties and Other Intangible Property in the form of Exhibit D attached hereto.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. Two (2) Assignment of Contracts executed in counterpart by Purchaser.

Assignment of Contracts. Effective as of the Closing, Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s right, title and interest, in, to and under the contracts and agreements listed or described on Exhibit “A,” attached hereto and incorporated herein by reference (the “Assumed Contracts”).

Assignment of Contracts. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise transfer any Contract or any other agreement used in the Transferred Business or any rights thereunder, if an attempted assignment or transfer thereof would constitute a breach thereof, would be ineffective or would violate any applicable law without the consent of a third party to such assignment or transfer. Until such consent or waiver has been obtained, Buyer shall make all reasonable efforts to perform in Seller's name all of Seller's obligations under any such Contract or other agreement for which any such consent has not been obtained. Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer all of the benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such Contracts or other agreements. At Buyer's request, Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the benefit of Buyer, any and all rights of Seller under any such Contract or other agreement not otherwise transferred pursuant to the provisions of this Agreement. Seller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the Closing under all such contracts. Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all such Contracts or other agreements, and shall hold all such collections or payments for the benefit of, and promptly pay the same over to, Buyer; provided, however, that nothing herein shall create or provide any rights or benefits in or to third parties.

Assignment of Contracts. Two (2) originals of an assignment of the Approved Contracts, duly executed and acknowledged by Seller and to the extent required under the terms of any Approved Contract, consented to by the other party to such Contract in the form of Exhibit G attached hereto (the “Assignment of Contracts”).

Assignment of Contracts. LEASES, PERMITS, ETC. (a) Anything in this Agreement or the Governance Agreement to the contrary notwithstanding, this Agreement and the Governance Agreement shall not constitute an agreement to assign any contract, lease or Permit or any claim, right or benefit if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of the Company, a DEFS Subsidiary or a PGC Subsidiary thereunder. (b) With respect to any contract, lease or Permit necessary to the conduct of business of the DEFS Subsidiaries or the PGC Subsidiaries as presently conducted (and any claim, right or benefit arising thereunder or resulting therefrom) and not currently held by a DEFS Subsidiary or a PGC Subsidiary, other than the matters addressed in Sections 6.8, 6.18 and 6.19 (including the PGC Easements) and 6.20, Duke, Phillips and the Company will use their reasonable best efforts to ob▇▇▇▇ ▇▇ expeditiously as possible the written consent of the other parties to such contract, lease or Permit for the assignment or, if required, novation, thereof to the Company or a DEFS Subsidiary or a PGC Subsidiary, as applicable, or, alternatively, written confirmation from such parties reasonably satisfactory in form and substance to Duke and Phillips that such consent is not required. In furtherance of the for▇▇▇▇▇▇, except with regard to the matters addressed in Sections 6.8, 6.18, 6.19 and 6.20 as soon as practicable following the date hereof, Duke and Phillips shall submit to the other party or parties thereto documenta▇▇▇▇ ▇▇▇king the written waiver or approval of such other contracting party or parties thereto to the transfer and assignment of all of Duke's or Phillips', as applicable, claims, rights, benefits and liabilities th▇▇▇▇▇▇▇▇ to the Company or a DEFS Subsidiary or a PGC Subsidiary, as applicable. (c) The failure by the Parties to obtain any required consent, waiver, confirmation, novation or approval with respect to any contract, lease, Permit, PGC Easement, DEFS Easement or FCC License shall not relieve either Party from its obligation to consummate at the Closing the transactions contemplated by this Agreement or the Governance Agreement or any other obligations hereunder or thereunder unless such failures would in the aggregate have a Material Adverse Effect on DEFS or the PGC Subsidiaries. (d) Except with regard to the...

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”).