Common use of Assignment of Contracts and Agreements Clause in Contracts

Assignment of Contracts and Agreements. Seller shall assign to Buyer all of Seller’s rights under the Assigned Contracts and the Assigned Leases. Seller shall use its best efforts to ensure that any such assignment(s) do not preclude, impact or otherwise impair Fifth Third’s right to collect the Pledged Receivables. Seller shall use commercially reasonable efforts to obtain at the earliest practicable date and prior to the Closing all Consents of third parties related to the consummation of the transactions contemplated hereby and will provide to Buyer copies of each such Consent as such Consents are obtained. Seller shall be responsible for any out-of-pocket costs required to obtain the Consents for the contracts and agreements assigned pursuant to this Agreement. To the extent that the assignment of any of such contracts and agreements requires the Consent of another party that is not obtained at the Closing, Buyer may waive its right at the Closing to receive such Consent (if listed on Schedule 6.1(b)) in its sole discretion, (i) such contracts will not be transferred or assigned at Closing and shall constitute “Deferred Contracts,” (ii) Seller will continue to undertake commercially reasonable efforts to obtain any such Consent and/or remove any other impediments to the transfer or assignment of such Deferred Contracts at the earliest practicable date and shall transfer or assign such Deferred Contract within three (3) business days after receipt of such Consent, (iii) until the time of assignment of a Deferred Contract, Seller shall cooperate with Buyer to provide Buyer all benefits under any such contract or agreement and to allow Buyer to perform its obligations under the Assumed Liabilities, to the same extent as if the Deferred Contract were transferred or assigned to Buyer at the Closing, and each Party shall bear its own administrative expenses incurred in connection with any such arrangement, and (iv) until the time of assignment or termination of a Deferred Contract, Seller shall, at the request and for the account of Buyer, and subject to Buyer’s direction, enforce, at Buyer’s expense, Seller’s rights thereto or interests therein against other parties.

Assignment of Contracts and Agreements. Seller The Sellers shall assign to Buyer all of Seller’s the Sellers’ rights under the Assigned Contracts Leases and the Assigned LeasesContracts. Seller shall use its best efforts to ensure that any such assignment(s) do not preclude, impact or otherwise impair Fifth Third’s right to collect the Pledged Receivables. Seller The Sellers shall use commercially reasonable efforts efforts, and Buyer shall reasonably cooperate with such efforts, to obtain at the earliest practicable date and prior to the Closing all Consents of third parties related to the consummation of the transactions contemplated hereby and will provide to Buyer copies of each such Consent as such Consents are obtained. Seller The Sellers shall be responsible for any reasonable out-of-pocket costs required to obtain the Consents (except for Licenses and software licenses, which reasonable out-of-pocket costs shall be the responsibility of Buyer) for the contracts and agreements assigned pursuant to this Agreement. To the extent that the assignment of any of such contracts and agreements requires the Consent of another party that is not obtained at the Closing, Closing and Buyer may waive waives its right at the Closing to receive such Consent (if listed on Schedule 6.1(b)) in its sole discretion, (i) such contracts will not be transferred or assigned at Closing and shall constitute “Deferred Contracts,” (ii) Seller the Sellers will continue to undertake commercially reasonable efforts efforts, and Buyer shall reasonably cooperate with such effort, to obtain any such Consent and/or remove any other impediments to the transfer or assignment of such Deferred Contracts at the earliest practicable date and shall transfer or assign such Deferred Contract within three (3) business days after receipt of such Consent, (iii) to the extent permitted by Law and the terms and conditions of the Deferred Contract, until the time of assignment of a Deferred Contract, Seller the Sellers shall cooperate with Buyer to provide Buyer all benefits under any such contract or agreement and to allow Buyer to perform its obligations under the Assumed Liabilities, to the same extent as if the Deferred Contract were transferred or assigned to Buyer at the Closing, and each Party shall bear its own administrative expenses incurred in connection with any such arrangement, and (iv) until the time of assignment or termination of a Deferred Contract, Seller the Sellers shall, at the request and for the account of Buyer, and subject to Buyer’s direction, enforce, at Buyer’s expense, Seller’s the Sellers’ rights thereto or interests therein against other parties.

Assignment of Contracts and Agreements. (a) Effective on the Closing Date, all purchase contracts, supply contracts, consignment stock contracts, and all distributor and agency contracts relating to the Business which are not listed on Schedule 1.01(b) shall be assigned by Seller shall assign to Buyer all of Seller’s rights under (and allocated between Metrisa and Metrisa GmbH as they shall determine prior to the Assigned Contracts and Closing). (b) Prior to the Assigned Leases. Seller Closing, the parties hereto shall use its best efforts to ensure that any such assignment(s) do not preclude, impact or otherwise impair Fifth Third’s right to collect the Pledged Receivables. Seller shall use commercially reasonable efforts to obtain at the earliest practicable date and prior to the Closing all Consents such consents of third parties related to as may be required for the consummation assignment of the transactions contemplated hereby and will provide contracts referred to in subparagraph (a) above. If in any specific instance such consent cannot be obtained, Buyer copies may nevertheless in its discretion as of each such Consent as such Consents are obtained. Seller shall be responsible for any out-of-pocket costs required to obtain the Consents for the contracts and agreements assigned pursuant to this Agreement. To the extent that Closing accept the assignment of any of such contracts and agreements requires the Consent of another party that is not obtained at the Closing, Buyer may waive its right at the Closing to receive such Consent (if listed on Schedule 6.1(b)) in its sole discretion, (i) such contracts will not be transferred contract or assigned at Closing and shall constitute “Deferred Contracts,” (ii) Seller will continue to undertake commercially reasonable efforts to obtain any such Consent and/or remove any other impediments to the transfer or assignment of such Deferred Contracts at the earliest practicable date and shall transfer or assign such Deferred Contract within three (3) business days after receipt of such Consent, (iii) until the time of assignment of a Deferred Contract, Seller shall cooperate with Buyer to provide Buyer all benefits under exclude any such contract from the Purchased Assets by amendment of Schedule 1.01(b) together with the exclusion of any related assumed liabilities by appropriate amendment of Schedule 1.04(a) or agreement Schedule 1.04(b). (c) Obligations and liabilities under such contracts for continuing or recurring performance or for divisible performance which are assumed by Buyer shall be allocated on a time basis between the periods before and after the Closing and the value of any performance advanced by, or outstanding and due from, Seller or the respective other parties to allow Buyer to perform its obligations under the Assumed Liabilitiescontracts shall be allocated between Seller and Buyer. Where Seller, in respect of contracts transferred and assigned, has already received payments on account for which no performance has yet been effected, such payments (to the same extent as if the Deferred Contract were not previously accounted for) on account shall be remitted to Buyer. Where Seller has already effected performance in respect of contracts transferred or and assigned to Buyer at and payment therefor has not yet been made, any amounts (to the Closingextent not previously accounted for) received by Buyer in payment of such performance shall be remitted to Seller. In furtherance of the foregoing, all benefits, obligations and each Party liabilities relating to such assumed contracts that arise after the Closing shall bear its own administrative expenses incurred inure to the benefit of, or shall be assumed by, Buyer in connection accordance with any such arrangement, and (iv) until the time of assignment or termination of a Deferred Contract, Seller shall, at the request and for the account of Buyer, and subject to Buyer’s direction, enforce, at Buyer’s expense, Seller’s rights thereto or interests therein against other partiessection 1.04.

Assignment of Contracts and Agreements. (a) Effective on the Closing Date, all purchase contracts, supply contracts, consignment stock contracts, and all distributor and agency contracts relating to the Business which are not listed on SCHEDULE 1.01(b) shall be assigned by Seller shall assign to Buyer all of Seller’s rights under (and allocated between Metrisa and Metrisa GmbH as they shall determine prior to the Assigned Contracts and Closing). (b) Prior to the Assigned Leases. Seller Closing, the parties hereto shall use its best efforts to ensure that any such assignment(s) do not preclude, impact or otherwise impair Fifth Third’s right to collect the Pledged Receivables. Seller shall use commercially reasonable efforts to obtain at the earliest practicable date and prior to the Closing all Consents such consents of third parties related to as may be required for the consummation assignment of the transactions contemplated hereby and will provide contracts referred to in subparagraph (a) above. If in any specific instance such consent cannot be obtained, Buyer copies may nevertheless in its discretion as of each such Consent as such Consents are obtained. Seller shall be responsible for any out-of-pocket costs required to obtain the Consents for the contracts and agreements assigned pursuant to this Agreement. To the extent that Closing accept the assignment of any of such contracts and agreements requires the Consent of another party that is not obtained at the Closing, Buyer may waive its right at the Closing to receive such Consent (if listed on Schedule 6.1(b)) in its sole discretion, (i) such contracts will not be transferred contract or assigned at Closing and shall constitute “Deferred Contracts,” (ii) Seller will continue to undertake commercially reasonable efforts to obtain any such Consent and/or remove any other impediments to the transfer or assignment of such Deferred Contracts at the earliest practicable date and shall transfer or assign such Deferred Contract within three (3) business days after receipt of such Consent, (iii) until the time of assignment of a Deferred Contract, Seller shall cooperate with Buyer to provide Buyer all benefits under exclude any such contract from the Purchased Assets by amendment of SCHEDULE 1.01(b) together with the exclusion of any related assumed liabilities by appropriate amendment of SCHEDULE 1.04(a) or agreement SCHEDULE 1.04(b). (c) Obligations and liabilities under such contracts for continuing or recurring performance or for divisible performance which are assumed by Buyer shall be allocated on a time basis between the periods before and after the Closing and the value of any performance advanced by, or outstanding and due from, Seller or the respective other parties to allow Buyer to perform its obligations under the Assumed Liabilitiescontracts shall be allocated between Seller and Buyer. Where Seller, in respect of contracts transferred and assigned, has already received payments on account for which no performance has yet been effected, such payments (to the same extent as if the Deferred Contract were not previously accounted for) on account shall be remitted to Buyer. Where Seller has already effected performance in respect of contracts transferred or and assigned to Buyer at and payment therefor has not yet been made, any amounts (to the Closingextent not previously accounted for) received by Buyer in payment of such performance shall be remitted to Seller. In furtherance of the foregoing, all benefits, obligations and each Party liabilities relating to such assumed contracts that arise after the Closing shall bear its own administrative expenses incurred inure to the benefit of, or shall be assumed by, Buyer in connection accordance with any such arrangement, and (iv) until the time of assignment or termination of a Deferred Contract, Seller shall, at the request and for the account of Buyer, and subject to Buyer’s direction, enforce, at Buyer’s expense, Seller’s rights thereto or interests therein against other partiessection 1.04.

Assignment of Contracts and Agreements. Seller shall (a) Teledrift shall, subject to obtaining required consents and approvals, assign to Buyer Purchaser all of SellerTeledrift’s rights under the Assigned Contracts and the Assigned Leases. Seller Teledrift and Purchaser shall use its best efforts to ensure that any such assignment(s) do not preclude, impact or otherwise impair Fifth Third’s right to collect the Pledged Receivables. Seller shall use commercially reasonable efforts Reasonable Efforts to obtain at the earliest practicable date and prior to the Closing all Consents consents of third parties related to the consummation of the transactions contemplated hereby and will provide to Buyer copies of each such Consent as such Consents are obtained. Seller shall be responsible for any out-of-pocket costs required to obtain the Consents for the contracts and agreements assigned pursuant to this AgreementTransaction. To the extent that the assignment of any of such contracts and agreements Contracts requires the Consent consent of another party that is not obtained at the Closing, Buyer Purchaser may waive its right at the Closing to receive such Consent (if listed on Schedule 6.1(b)) consent in its sole discretion, (iand Purchaser herein waives any obligation of Teledrift or the Stockholder to obtain consents to assignment of the Contracts listed on Schedule 4.5(a)) such contracts Contracts will not be transferred or assigned at Closing and shall constitute “Deferred Contracts,” (iib) Seller Teledrift will continue to undertake commercially reasonable efforts Reasonable Efforts to obtain any such Consent consent and/or remove any other impediments to the transfer or assignment of such Deferred Contracts at the earliest practicable date and shall transfer or assign such Deferred Contract within three (3) business days after receipt of such Consentconsent, (iiic) until the time of assignment of a Deferred Contract, Seller Teledrift shall cooperate with Buyer Purchaser to provide Buyer Purchaser all benefits under any such contract or agreement Contract and to allow Buyer Purchaser to perform its obligations under the Assumed Liabilities, to the same extent as if the Deferred Contract were transferred or assigned to Buyer Purchaser at the Closing, and each Party shall bear its own administrative expenses incurred in connection with any such arrangement, Closing and (ivd) until the time of assignment or termination of a Deferred Contract, Seller Teledrift shall, at the request and for the account of BuyerPurchaser, and subject to BuyerPurchaser’s direction, enforce, at BuyerPurchaser’s expense, SellerTeledrift’s rights thereto or interests therein against other parties.