Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Sellers shall transfer and assign all Assumed Contracts to Buyer, and Buyer shall assume all Assumed Contracts from Sellers, as of the Closing Date (or such later date as such Contract is designated as an Assumed Contract under the terms of this Agreement) pursuant to the Approval Order, or other order of the Bankruptcy Court pursuant to the process set forth in the Bid Procedures Order. In connection with such assignment and assumption, Buyer shall pay or otherwise satisfy all Cure Costs under such Assumed Contracts. Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract or other Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach by any Seller in respect thereof. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, the Sellers and Buyer will cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement.

Assignment of Contracts and Rights. Sellers To the maximum extent permitted by the Bankruptcy Code and other applicable laws, the Purchased Assets shall transfer be assumed and assign all Assumed Contracts assigned to Buyer, and Buyer shall assume all Assumed Contracts from Sellers, pursuant to section 365 of the Bankruptcy Code as of the Closing Date (or such later other date as such Contract is designated as an Assumed Contract under specified in the terms of Approved Order or this Agreement) pursuant to the Approval Order, or as applicable. Notwithstanding any other order provision of the Bankruptcy Court pursuant to the process set forth in the Bid Procedures Order. In connection with such assignment and assumption, Buyer shall pay or otherwise satisfy all Cure Costs under such Assumed Contracts. Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Assumed Contract or other Purchased Asset asset or any right thereunder if an attempted assignment, assignment without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach by or in any Seller in respect thereofway adversely affect the rights of Buyer or Sellers thereunder. If such Transfer Consent consent is not obtained or such assignment is not attainable pursuant to Section 365sections 105, to the extent permitted and subject to any approval 363 or 365 of the Bankruptcy Court that may be requiredCode or other applicable laws with respect to the assets of the Canadian Companies other than as a result of the failure to pay Cure Amounts, the then Sellers and Buyer will cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) arrangement, to the extent feasible, under which Buyer would obtain the benefits and assume the obligations (to the extent otherwise constituting Assumed Liabilities hereunder) thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Sellers would enforce for the benefit of, and at the direction of, Buyer, with Buyer assuming all of Sellers’ obligations (to the extent constituting Assumed Liabilities hereunder), and any and all rights of Sellers thereunder.

Assignment of Contracts and Rights. Sellers shall transfer and assign all Assumed Contracts to Buyer, and Buyer shall assume all Assumed Contracts from Sellers, as of the Closing Date (or such later date as such Contract is designated as an Assumed Contract under the terms of this Agreement) pursuant Subject to the Approval Order, or other order approval of the Bankruptcy Court and pursuant to the process set forth in Sale Order, the Bid Procedures Order. In connection with such assignment and assumption, Buyer shall pay or otherwise satisfy all Cure Costs under such Assumed Contracts. Except as to Assumed Contracts will be assumed by Sellers and assigned pursuant to Buyer on the Closing Date under Section 365 of the Bankruptcy Code. All Assumed Contracts shall be assigned to and assumed by Buyer at Closing. Sellers and Buyer will use their commercially reasonable efforts (but without any payment of money by Sellers or Buyer) to obtain the consent of the other parties to any such Purchased Asset, anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract or other Purchased Asset any claim or right or any right benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained, or if an attempted assignmentassignment thereof would be ineffective or would adversely affect the rights of Sellers thereunder so that Buyer would not in fact receive all such rights, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach by any Seller in respect thereof. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, the Sellers and Buyer will cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would would, to the extent permitted by applicable law, obtain the benefits and assume the obligations thereunder in accordance with this Agreement. Sellers will, to the extent permitted by applicable law, promptly pay to Buyer when received all monies received by Sellers under any Purchased Asset, Assumed Contract or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Sellers shall transfer and assign all Assumed Contracts to Buyer, and Buyer shall assume all Assumed Contracts from Sellers, as of the Closing Date (or such later date as such Contract is designated as an Assumed Contract under the terms of this Agreementa) pursuant to the Approval Order, or other order of the Bankruptcy Court pursuant to the process set forth in the Bid Procedures Order. In connection with such assignment and assumption, Buyer shall pay or otherwise satisfy all Cure Costs under such Assumed Contracts. Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Assumed Contract or other Purchased Asset asset or any claim or right thereunder or any benefit arising under or resulting from such asset if an attempted assignmentassignment thereof, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach by or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the rights of Seller in respect thereofor, upon transfer, Purchaser under such asset. If any transfer or assignment by Seller to, or any assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any asset requires the consent of a third party, then such Transfer Consent assignment or assumption shall be made subject to such consent being obtained. (b) If any such consent is not obtained or prior to the Closing with respect to any Assumed Contract, the Xxxx of Sale and Assignment Agreement shall constitute an equitable assignment by Seller to Purchaser of all of Seller's rights, benefits, title and interest in and to such assignment is not attainable pursuant to Section 365Assumed Contract, to the extent permitted by the applicable Legal Requirements, and subject Purchaser shall be deemed to any approval be Seller's agent for the purpose of the Bankruptcy Court that may be requiredcompleting, the Sellers fulfilling and Buyer will cooperate in a mutually agreeable arrangement (at Buyer’s sole cost discharging all of Seller's rights and expense) Liabilities arising under which Buyer would obtain such Assumed Contract, and Seller shall take all necessary steps and actions to provide Purchaser with the benefits and assume the obligations thereunder in accordance with this Agreementof such Assumed Contract.

Assignment of Contracts and Rights. Sellers shall transfer and assign all Assumed Contracts to Buyer, and Buyer shall assume all Assumed Contracts from Sellers, as of the Closing Date (or such later date as such Contract is designated as an Assumed Contract under the terms of this Agreement) pursuant to the Approval Order, or other order of the Bankruptcy Court pursuant to the process set forth in the Bid Procedures Order. In connection with such assignment and assumption, Buyer shall pay or otherwise satisfy all Cure Costs under such Assumed Contracts. Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, anything Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Purchased Contract or other Purchased Asset or any right thereunder if an attempted assignmentassignment thereof, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach by or other contravention thereof or in any way adversely affect the rights of Buyer or Seller in respect thereofthereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant Seller and Buyer will use their commercially reasonable efforts to Section 365, to obtain the extent permitted and subject consent of the other parties to any approval such Purchased Contract (including all Restricted Customer Contracts described in Section 2.5(c) hereof) for the assignment thereof to Buyer as Buyer may reasonably request. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the Bankruptcy Court Seller thereunder so that may be requiredBuyer would not in fact receive all rights under such Purchased Contract, the Sellers Seller and Buyer will cooperate in a mutually agreeable an arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or subleasing to Buyer, or under which Seller would enforce, at Seller’s expense, for the benefit of Buyer, with Buyer assuming at Seller’s expense Seller’s obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer, when received, all monies received by Seller under any Purchased Contract, and Buyer shall pay, defend, discharge and perform all Assumed Liabilities under such Purchased Contracts.

Assignment of Contracts and Rights. Sellers shall transfer and assign all Assumed Contracts to Buyer, and Buyer shall assume all Assumed Contracts from Sellers, as of the Closing Date (or such later date as such Contract is designated as an Assumed Contract under the terms of this Agreement) pursuant to the Approval Order, or other order of the Bankruptcy Court pursuant to the process set forth in the Bid Procedures Order. In connection with such assignment and assumption, Buyer shall pay or otherwise satisfy all Cure Costs under such Assumed Contracts. Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract or other Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach by any Seller in respect thereof. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, the Sellers and Buyer will cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement.

Assignment of Contracts and Rights. To the maximum extent permitted by the Bankruptcy Code, the Purchased Assets of the Sellers shall transfer be assumed and assign all Assumed Contracts assigned to Buyer, and Buyer shall assume all Assumed Contracts from Sellers, pursuant to section 365 of the Bankruptcy Code as of the Closing Date (or such later other date as such Contract is designated as an Assumed Contract under specified in the terms of Sale Order or this Agreement) pursuant to the Approval Order, or as applicable. Notwithstanding any other order provision of the Bankruptcy Court pursuant to the process set forth in the Bid Procedures Order. In connection with such assignment and assumption, Buyer shall pay or otherwise satisfy all Cure Costs under such Assumed Contracts. Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Assumed Contract or other Purchased Asset asset or any right thereunder if if, after giving effect to the Sale Order, an attempted assignment, assignment without the consent of a third party or (including any Governmental Authority (each, a “Transfer Consent”), Entity) would constitute a breach by or in any Seller in respect thereofway adversely affect the rights of Buyer following the Closing. If If, as of the Closing Date, such Transfer Consent consent is not obtained or such assignment is not attainable pursuant to Section 365sections 105, to the extent permitted and subject to any approval 363 or 365 of the Bankruptcy Court that may be requiredCode other than as a result of the failure by the Buyer to pay or otherwise satisfy all Cure Amounts, then the Sellers and Buyer will will, for a period of sixty (60) days following the Closing, cooperate in a mutually agreeable arrangement arrangement, to the extent feasible (at Buyer’s sole cost and expense) without infringing upon the legal rights of any third party or violating any Law), under which Buyer Xxxxx would obtain the benefits and assume the obligations (to the extent otherwise constituting Assumed Liabilities hereunder) thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which the Sellers would enforce for the benefit of, and at the direction of, Buyer, with Buyer assuming all of the Sellers’ obligations (to the extent constituting Assumed Liabilities hereunder), and any and all rights of the Sellers thereunder.