Common use of ASSIGNMENT OF CONTRACTS AND ASSETS; CONSENTS Clause in Contracts

ASSIGNMENT OF CONTRACTS AND ASSETS; CONSENTS. Nothing in this Agreement or delivered pursuant to this Agreement shall be construed as an attempt to agree to assign any contract, certificate, license or other Asset which is in law or by agreement nonassignable without the consent of the other party or parties thereto, or of any governmental authority, as the case may be, unless such consent shall be given. Seller will use its reasonable good faith efforts to obtain all such necessary consents of the parties to any such contracts prior to the Closing. In order, however, that the full value of every such contract, certificate, license or other Asset included within the Assets and all claims and demands in such contracts may be realized, Seller and the Shareholders hereby covenant with PSC and Parent that Seller, by itself or by its agents, will, at the request and expense and under the direction of PSC, in the name of Seller or otherwise, as PSC shall specify and as shall be permitted by law, take all such reasonable actions and do or cause to be done all such reasonable things as shall, in the opinion of PSC, be necessary or proper (a) in order that the rights and obligations of Seller under such contracts, certificates, licenses and other Assets shall be preserved, and (b) for, and to facilitate, from and after the Closing, the collection of the moneys due and payable, and to become due and payable, to Seller in and under every such contract and in respect of every such claim and demand, from and after the Closing, and Seller shall hold the same for the benefit of, and shall pay the same over to, PSC.

ASSIGNMENT OF CONTRACTS AND ASSETS; CONSENTS. Nothing in this Agreement or delivered pursuant to this Agreement shall be construed as an attempt to agree to assign any contract, certificate, license or other Asset asset which is in law or by agreement nonassignable without the consent of the other party or parties thereto, or of any governmental authority, as the case may be, unless such consent shall be given. Seller Sellers will use its their reasonable good faith efforts to obtain all such necessary consents of the parties to any such contracts prior to the Closing. In order, however, that the full value of every such contract, certificate, license or other Asset included within the Assets asset and all claims and demands in such contracts may be realized, Seller and the Shareholders Sellers hereby covenant with to PSC and Parent that SellerSellers, by itself or by its their agents, will, at the request and expense and under the direction of PSC, in the name individual names of Seller Sellers or otherwise, as PSC shall specify and as shall be permitted by law, take all such reasonable actions and do or cause to be done all such reasonable things as shall, in the opinion of PSC, be necessary or proper (a) in order that the rights and obligations of Seller Sellers under such contracts, certificates, licenses and other Assets assets shall be preserved, and (b) for, and to facilitate, from and after the Closing, the collection of the moneys due and payable, and to become due and payable, to Seller Sellers in and under every such contract and in respect of every such claim and demand, from and after the Closing, and Seller Sellers shall hold the same for the benefit of, and shall pay the same over to, PSC.

ASSIGNMENT OF CONTRACTS AND ASSETS; CONSENTS. Nothing in this Agreement or delivered pursuant to this Agreement shall be construed as an attempt to agree to assign any contract, certificate, license or other Asset which is in law under Law or by agreement is nonassignable without the consent of the other party Party or parties thereto, or of any governmental authority, as the case may be, unless such consent shall be given. Seller will use its reasonable good faith efforts to obtain all such necessary consents of the parties Parties to any such contracts prior to the Closing; provided, however, that Seller and the Shareholders will not be required to pay more than $10,000 to any third party to obtain the consent of such third party. In order, however, that the full value of every such contract, certificate, license or other Asset included within the Assets and all claims and demands in such contracts may be realized, Seller and the Shareholders hereby jointly and severally covenant with PSC and Parent that Seller, by itself or by its agents, will, at the request and expense and under the direction of PSC, in the name of Seller or otherwise, as PSC shall specify and as shall be permitted by lawLaw, and subject to the proviso in the preceding sentence, take all such reasonable actions and do or cause to be done all such reasonable things as shall, in the opinion of PSC, be necessary or proper (a) in order that the rights and obligations of Seller under such contracts, certificates, licenses and other Assets shall be preserved, and (b) for, and to facilitate, from and after the Closing, the collection of the moneys due and payable, and to become due and payable, to Seller in and under every such contract and in respect of every such claim and demand, from and after the Closing, and Seller shall hold the same for the benefit of, and shall pay the same over to, PSC.

ASSIGNMENT OF CONTRACTS AND ASSETS; CONSENTS. Nothing in this Agreement or delivered pursuant to this Agreement shall be construed as an attempt to agree to assign any contract, certificate, license or other Asset which is in law or by agreement nonassignable without the consent of the other party or parties thereto, or of any governmental authority, as the case may be, unless such consent shall be given. Seller will use its reasonable good faith efforts to obtain all such necessary consents of the parties to any such contracts prior to the Closing. In order, however, that the full value of every such contract, certificate, license or other Asset included within the Assets and all claims and demands in such contracts may be realized, Seller and the Shareholders Shareholder hereby covenant with PSC and Parent that Seller, by itself or by its agents, will, at the request and expense and under the direction of PSC, in the name of Seller or otherwise, as PSC shall specify and as shall be permitted by law, take all such reasonable actions and do or cause to be done all such reasonable things as shall, in the opinion of PSC, be necessary or proper (a) in order that the rights and obligations of Seller under such contracts, certificates, licenses and other Assets shall be preserved, and (b) for, and to facilitate, from and after the Closing, the collection of the moneys due and payable, and to become due and payable, to Seller in and under every such contract and in respect of every such claim and demand, from and after the Closing, and Seller shall hold the same for the benefit of, and shall pay the same over to, PSC.

ASSIGNMENT OF CONTRACTS AND ASSETS; CONSENTS. Nothing in this Agreement or delivered pursuant to this -------------------------------------------- Agreement shall be construed as an attempt to agree to assign any contract, certificate, license or other Asset which is in law or by agreement nonassignable without the consent of the other party or parties thereto, or of any governmental authority, as the case may be, unless such consent shall be given. Seller or Businesses will use its reasonable good faith their best efforts to obtain all such necessary consents of the parties to any such contracts prior to the Closingcontracts. In order, however, that the full value of every such contractcontact, certificate, license or other Asset included within the Assets and all claims and demands in such contracts may be realized, Seller and the Shareholders Businesses hereby covenant with PSC and Parent BMC that SellerSeller and/or Businesses, by itself individually or collectively or by its agents, will, will at the request and expense and under the direction of PSCBMC, in the name of Seller or Businesses or otherwise, as PSC BMC shall specify and as shall be permitted by law, take all such reasonable actions and do or cause to be done all such reasonable things as shall, in the opinion of PSCthe BMC, be necessary or proper (a) in order that the rights and obligations of Seller or Businesses under such contracts, certificates, licenses and other Assets shall be preserved, and (b) for, and to facilitate, from and after the Closing, the collection of the moneys due and payable, and to become due and payable, to Seller or Businesses in and under every such contract and in respect of every such claim and demand, from and after the Closing, and Seller and/or Businesses shall hold the same for the benefit of, and shall pay the same over to, PSCto BMC.

ASSIGNMENT OF CONTRACTS AND ASSETS; CONSENTS. Nothing in this Agreement or delivered pursuant to this Agreement shall be construed as an attempt to agree to assign any contract, certificate, license or other Asset asset which is in law or by agreement nonassignable without the consent of the other party or parties thereto, or of any governmental authority, as the case may be, unless such consent shall be given. Seller Sellers will use its their reasonable good faith efforts to obtain all such necessary consents of the parties to any such contracts prior to the Closing. In order, however, that the full value of every such contract, certificate, license or other Asset included within the Assets asset and all claims and demands in such contracts may be realized, Seller and the Shareholders Sellers hereby covenant with PSC to SFO and Parent that SellerSellers, by itself or by its their agents, will, at the request and expense and under the direction of PSCSFO, in the name individual names of Seller Sellers or otherwise, as PSC SFO shall specify and as shall be permitted by law, take all such reasonable actions and do or cause to be done all such reasonable things as shall, in the opinion of PSCSFO, be necessary or proper (a) in order that the rights and obligations of Seller Sellers under such contracts, certificates, licenses and other Assets assets shall be preserved, and (b) for, and to facilitate, from and after the Closing, the collection of the moneys due and payable, and to become due and payable, to Seller Sellers in and under every such contract and in respect of every such claim and demand, from and after the Closing, and Seller shall hold the same for the benefit of, and shall pay the same over to, PSCSFO.