Common use of Assignment of Contracts and Licenses Clause in Contracts

Assignment of Contracts and Licenses. To the extent that transfer or assignment hereunder by Transferor to Corporation of any contract or license is not permitted or is not permitted without the consent or approval of another person, this Agreement shall not be deemed to constitute an assignment, an attempted assignment or an undertaking to assign such contract or license if such consent or approval is not given or if such an assignment, attempted assignment or undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Prior to the Closing, Transferor shall use all reasonable efforts to obtain any and all such third party consents or approvals under all contracts or licenses to be transferred. If any such third party consent or approval is not obtained before the Closing, Transferor shall cooperate with Corporation in any reasonable arrangement designed to provide for Corporation after the Closing the benefits intended to be assigned to Corporation under the applicable contract or license, including enforcement at the cost and for the account of Corporation of any and all rights of Transferor against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and when any such consents or approvals shall be obtained after the Closing, then Transferor shall promptly assign its rights and obligations thereunder to Corporation without payment of additional consideration and Corporation shall assume such rights and obligations. Transferor shall act as agent on behalf of Corporation with respect to any such contracts and licenses until transfer or reissuance to Corporation and all revenue and expense of Transferor with respect to the business transacted pursuant to such contracts and licenses shall be for the account of Corporation without any additional charge by Transferor except as otherwise agreed pursuant to the Contract for Services between West Central and Corporation to be executed at or prior to Closing.

Assignment of Contracts and Licenses. To the extent that transfer or assignment hereunder by Transferor Seller to Corporation Buyer of any contract Contract or license License is not permitted or is not permitted without the consent or approval of another personPerson, this Agreement shall not be deemed to constitute an assignment, an attempted assignment or an undertaking to assign such contract or license the same if such consent or approval is not given or if such an assignment, attempted assignment or undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Prior to the Closing, Transferor Seller (and Buyer where required) shall use all its commercially reasonable efforts to obtain any and all such third party consents or approvals under all contracts Material Contracts and Material Licenses; provided, however, that neither Seller nor Buyer shall be required to pay or licenses incur any cost or expense to be transferredobtain any third party consent or approval that it is not otherwise required to pay or incur in accordance with the terms of the applicable Material Contract or Material License, except for reasonable and customary legal fees and expenses. If any such third party consent or approval for the assignment or transfer of a Material Contract is not obtained before the Closing, Transferor Seller shall cooperate with Corporation Buyer in any reasonable arrangement designed to provide for Corporation Buyer after the Closing the benefits intended to be assigned to Corporation Buyer under the applicable contract or licenseMaterial Contract, including enforcement at the cost and for the account of Corporation Buyer of any and all rights of Transferor Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and when any ; provided that Buyer shall (i) undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such consents or approvals shall be obtained after the Closing, then Transferor shall promptly assign its rights and obligations thereunder to Corporation without payment of additional consideration and Corporation shall assume such rights and obligations. Transferor shall act as agent on behalf of Corporation with respect to any such contracts and licenses until transfer or reissuance to Corporation and all revenue and expense of Transferor with respect benefit to the business transacted pursuant to extent that Buyer would have been responsible therefor hereunder if such contracts consent, waiver or approval had been obtained and licenses shall be (ii) indemnify and hold harmless Seller for any costs, expenses or Liabilities (including legal fees and expenses) incurred by them in connection with the account enforcement of Corporation without any additional charge by Transferor except as otherwise agreed pursuant to the Contract for Services between West Central and Corporation to be executed at or prior to Closingsuch Material Contract.

Assignment of Contracts and Licenses. To the extent that transfer or assignment hereunder by Transferor to Corporation of any contract or license is not permitted or is not permitted without the consent or approval of another person, this Agreement shall not be deemed to constitute an assignment, an attempted assignment or an undertaking to assign such contract or license if such consent or approval is not given or if such an assignment, attempted assignment or undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Prior to the Closing, Transferor shall use all reasonable efforts to obtain any and all such third party consents or approvals under all contracts or licenses to be transferred. If any such third party consent or approval is not obtained before the Closing, Transferor shall cooperate with Corporation in any reasonable arrangement designed to provide for Corporation after the Closing the benefits intended to be assigned to Corporation under the applicable contract or license, including enforcement at the cost and for the account of Corporation of any and all rights of Transferor against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and when any such consents or approvals shall be obtained after the Closing, then Transferor shall promptly assign its rights and obligations thereunder to Corporation without payment of additional consideration and Corporation shall assume such rights and obligations. Transferor shall act as agent on behalf of Corporation with respect to any such contracts and licenses until transfer or reissuance to Corporation and all revenue and expense of Transferor with respect to the business transacted pursuant to such contracts and licenses shall be for the account of Corporation without any additional charge by Transferor except as otherwise agreed pursuant to the Contract for Administrative Services Agreement between West Central and Corporation to be executed at or prior to Closing.

Assignment of Contracts and Licenses. To the extent that transfer or assignment hereunder by Transferor to Corporation of any contract or license is not permitted or is not permitted without the consent or approval of another person, this Agreement shall not be deemed to constitute an assignment, an attempted assignment or an undertaking to assign such contract or license if such consent or approval is not given or if such an assignment, attempted assignment or undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Prior to the Closing, Transferor shall use all reasonable efforts to obtain any and all such third party consents or approvals under all contracts or licenses to be transferred. If any such third party consent or approval is not obtained before the Closing, Transferor shall cooperate with Corporation in any reasonable arrangement designed to provide for Corporation after the Closing the benefits intended to be assigned to Corporation under the applicable contract or license, including enforcement at the cost and for the account of Corporation of any and all rights of Transferor against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and when any such consents or approvals shall be obtained after the Closing, then Transferor shall promptly assign its rights and obligations thereunder to Corporation without payment of additional consideration and Corporation shall assume such rights and obligations. Transferor shall act as agent on behalf of Corporation with respect to any such contracts and licenses until transfer or reissuance to Corporation and all revenue and expense of Transferor with respect to the business transacted pursuant to such contracts and licenses shall be for the account of Corporation without any additional charge by Transferor except as otherwise agreed pursuant to the Contract for Services between West Central and Corporation to be executed at or prior to ClosingTransferor.