Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereof, without the approval of a party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignment. Each Parent Party shall use its reasonable best efforts (which shall not require any payment of money) to obtain the approval of the other parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described therein.

Assignment of Contracts and Rights. Anything in this This Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall will not constitute an agreement to assign or assume any Contract or License Contractual Obligation or any claim claim, right, benefit or right or any benefit liability arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereofsuch assignment, without the approval or consent of a third party or Governmental Authority thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereofthereof and such approval or consent is not obtained (the “Unassigned Contracts”). If any transfer or assignment by Transferors to the Company, as or any assumption by the Company of, any interest in, or liability, obligation or commitment under any Contractual Obligation or any claim, right, benefit or liability arising thereunder requires the consent of a direct result third party, then such transfer or assignment or assumption will be made subject to such consent being obtained. The Company agrees that neither Transferors nor any of their respective affiliates will have any liability to the Company arising out of or relating to the failure to obtain any such assignmentconsent or because of any circumstances resulting therefrom. Each Parent Party shall Transferors will (at the Company’s sole cost and expense) use its their respective commercially reasonable best efforts (which shall not require any payment of money) to obtain the approval or consent of the other parties to any such Contract third party or License, or any claim or right or any benefit arising thereunder, Governmental Authority for the assignment thereof toto or assumption by the Company of any such Contractual Obligation, and the assumption byclaim, the Partnershipright, benefit or liability arising thereunder. If If, as of the Closing Date an attempted Date, such assignment and or assumption thereof would will be ineffective or would will give rise to any right of termination or other breach or default thereof, each Parent Party shall then such Unassigned Contract will not be assigned and the parties hereto will reasonably cooperate in arranging a mutually agreeable lawful and commercially reasonable alternative to enable the Partnership Company to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, sub-participation or sub- sub-leasing arrangementagreement, or an arrangement under which such Parent Party or one of its Affiliates Transferor would enforce such Unassigned Contract or License for the benefit of the PartnershipCompany, with the Partnership Company, to the extent permissible, assuming such Parent Party's or its Affiliate's Transferor’s obligations and any and all rights of such Parent Party or its Affiliate party against the other party thereto), and the Company will assume and pay, perform and discharge any resulting or related economic burden (including any related Tax). If the written approval of the Contemplated Transactions by the other party to such Unassigned Contract is obtained, then such written approval shall will constitute a confirmation (automatically and without further action of the parties) that such Unassigned Contract or License is assigned to the Partnership Company as of the Closing Date, and (automatically and without further action of the parties) that the liabilities Liabilities (which constitute Assumed Liabilities under this Agreement) with respect to such Unassigned Contract or License are assumed by the Partnership Company as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described therein.

Assignment of Contracts and Rights. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05contrary, this Agreement shall not constitute an agreement to assign any Contract or License Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefromtherefrom if such assignment, with or without the consent, approval or waiver of, or an assumption of liability thereundernotice to, if an attempted assignment thereof, without the approval of a third party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignmentPurchased Asset or violation of any Applicable Law or in any way adversely affect the rights of Buyer (or its designated Affiliate(s)) or Seller (or an Affiliate of Seller) thereunder unless and until any required consent, approval or waiver is obtained. Each Parent Party Seller and Buyer shall use its their reasonable best efforts (which shall not require including the dedication of resources thereto, but without any payment of obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the consent, approval or waiver of, or provide the required notice to, such third parties to or of the assignment to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) of any Purchased Asset or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset (as defined below) to Buyer or, subject to Section 13.05, its designated Affiliate, including, in the case of any non-transferable Permits, to cause the applicable Governmental Authority to issue a new Permit to Buyer or its Affiliate in place of such non-transferable Permit and with respect to prime Government Contracts, to obtain all necessary approval and consent of the applicable U.S. federal Governmental Authority to novate such prime Government Contracts in accordance with FAR Subpart 42.12. If such consent, approval or waiver is not obtained, or such notice is not made, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or any of its Affiliates thereunder so that Buyer (or, subject to Section 13.05, its designated Affiliate(s)) would not in fact receive all such rights, or if such asset is not transferable under Applicable Law with or without such consent, approval, waiver or notice (any assets so described, the “Non-assignable Assets”), Seller and Buyer will use their commercially reasonable efforts (but without any obligation to expend money, commence litigation or offer or grant any financial or other parties accommodation to any third party) to enter into a mutually agreeable arrangement under which Buyer would assume the obligations and Seller would provide to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) the benefits of any Non-assignable Asset, including sub-contracting, sub-licensing, or sub-leasing to Buyer (or, subject to Section 13.05, its designated Affiliate(s)), and with respect to the prime Government Contracts, entering into and taking commercially reasonable efforts to obtain any required approvals or consents of any U.S. federal Governmental Authority to the Subcontract prior to the Closing Date), or under which Seller would enforce for the benefit of Buyer (or, subject to Section 13.05, its designated Affiliate(s)), with Buyer (or, subject to Section 13.05, its designated Affiliate(s)) assuming Seller’s (or such Contract Affiliate’s) obligations under such Non-assignable Asset, any and all rights of Seller or Licensesuch Affiliate against a third party thereto. In connection with any such arrangement, Buyer shall reimburse Seller and its Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by Seller or its Affiliates in connection with the performance of any mutually agreeable arrangement or that otherwise would have been incurred by Buyer or its Affiliates had such Non-assignable Asset been assigned, transferred or conveyed as contemplated by this Agreement, including any Liability arising out of Buyer’s failure to perform thereunder (such costs and expenses, the “Alternative Arrangement Costs”). Prior to the amount of the deductible described in clause (B) of Section 11.02(a) being exceeded (whether pursuant to reimbursement under this sentence or pursuant to any other provision of this Agreement or a combination of the foregoing), Buyer will promptly reimburse Seller for all out-of pocket costs and expenses actually incurred by Seller or its Affiliates (other than Alternative Arrangement Costs) relating to or arising from the failure to obtain a consent, approval or waiver for any Non-assignable Assets (such costs and expenses, the “Other Consent Costs”) and any such reimbursement shall be applied toward such deductible. After the amount of such deductible has been exceeded, Buyer will promptly reimburse Seller for 50% of Other Consent Costs. Seller will promptly pay to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) when received all monies received by Seller or an Affiliate of Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned except to the Partnership as of extent the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinsame represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to contribute or otherwise sell, convey, transfer, assign or sublicense any Contract Contract, license or License permit constituting a Contributed Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunderto enter into any other agreement or arrangement with respect thereto, if an attempted assignment assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the approval consent of a party theretothird party, would be ineffective or would constitute a breach of, or other contravention thereof or give rise under, any agreement to which either Member is a party, be ineffective with respect to any party thereto or in any way adversely affect the rights of either Member or the Company thereunder. With respect to any such Contract, license or permit or any claim, right of termination thereofor benefit arising thereunder or resulting therefrom, as a direct result of such assignment. Each Parent Party shall promptly after the date hereof, the Parties will use its reasonable best commercial efforts (which shall not require but without any payment of moneymoney or other transfer of value by either Member or the Company or any of their respective Affiliates to any third party) to obtain any required consent for the approval assignment, transfer or sublicense of any such Contract, license or permit to the other parties Company, or written confirmation reasonably satisfactory in form and substance to the Parties confirming that such consent is not required. If a required consent is not obtained with respect to any such Contract Contract, license or Licensepermit, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date if an attempted assignment and assumption assignment, transfer or sublicense thereof would be ineffective or would give rise to any adversely affect the right of termination thereofeither Member or the Company thereunder (a “Consent Failure”), each Parent Party shall the applicable Member and the Company will cooperate in arranging a mutually agreeable alternative to enable arrangement under which the Partnership to Company would obtain the benefits thereunder in accordance with this Agreement, including subcontracting or subleasing to the Company, subject to Applicable Law and assume the terms of any such Contract, license or permit, with the Company obtaining the claims, rights and benefits of the applicable Member and assuming the obligations under such Contract Contract, license or License permit in accordance with this Agreement as Agreement, and the Members will enforce at the request of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License and for the benefit of the PartnershipCompany, with the Partnership Company assuming such Parent Party's or its Affiliate's obligations and the Members’ obligations, any and all claims, rights and benefits of the Members against any third party thereto arising from any such Parent Party Contract, license or its Affiliate against permit (including the other party theretoright to elect to terminate such Contract in accordance with the terms thereof upon the request of the Company). If any Consent Failure occurs and the approval of applicable Member and the other party is obtainedCompany have failed to have entered into an arrangement to provide to the Company the benefits under the relevant Contract, license or permit, such approval Member and the Company shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of cooperate following the Closing Date, and (automatically and without further action of the parties) that the liabilities to obtain such consent or enter into an agreement with respect thereto as soon as reasonably practicable thereafter. Notwithstanding the foregoing provisions of this Section 3.05, in the case of commercial off-the-shelf (“COTS”) software having an initial purchase price of $10,000 or less per copy, the Company shall have the sole responsibility for obtaining license rights to use such Contract or License are assumed by software at the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinCompany’s cost and expense.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereof, without the approval of a party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignment. Each Parent Party shall use its reasonable best efforts (which shall not require any payment of money) to obtain the approval of the other parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- sub-leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described therein.

Assignment of Contracts and Rights. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05contrary, this Agreement shall not constitute an agreement to assign or transfer any Contract of the Assigned Contracts or License Permits or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if (a) an attempted assignment or transfer thereof, without the approval consent of a third party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise a violation of Law or would in any way adversely affect the rights of Buyer thereunder and (b) such consent is not obtained prior to any right of termination thereof, as a direct result of such assignmentthe Closing. Each Parent Party shall Seller will use its commercially reasonable best efforts (which shall not require any payment of money) to obtain the approval consent of the other parties to any such Contract or License, Assigned Contracts and Permits or any claim or right or any benefit arising thereunder, thereunder for the assignment thereof toas Buyer may request (in each case, and the assumption by, the Partnershipat Buyer’s cost). If as of the Closing Date such consent is not obtained, or if an attempted transfer or assignment and assumption thereof would be ineffective or a violation of Law or would give rise adversely affect the rights of the Buyer, or its designee (as assignee of Seller or any Affiliate thereof) thereto or thereunder so that such assignee would not in fact receive all such rights, the applicable Seller and Buyer (or its designee) will enter into any arrangement reasonably requested by the other party (provided Buyer shall reimburse Seller for all reasonable and documented out- of-pocket expenses incurred by Seller arising from, in connection with or otherwise with respect to any right of termination thereofactions taken by Seller at Buyer’s request pursuant to this Section 1.10) under which (i) Buyer or its designee would, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain compliance with Law, receive the benefits and assume the obligations under and bear the economic burdens associated with such Contract Assigned Contracts and Permits, including subcontracting, sublicensing or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter subleasing to such party, and (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates ii) Seller would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's Buyer or its Affiliate's obligations and designee any and all of its rights of against a third party associated with such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically Assigned Contracts and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing DatePermits, and (automatically and without further action of the parties) that the liabilities with respect Seller would promptly pay to such Contract party when received all monies received by Seller under any Assigned Contracts or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinPermits.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this This Agreement shall not constitute an agreement operate to assign any Contract or License Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if an attempted assignment thereof, without the approval consent of a third party thereto(including a government or governmental unit), would be ineffective or would constitute a breach breach, default or other contravention thereof or give rise to in any right way adversely affect the rights of termination thereof, as a direct result of such assignmentSeller or Buyer thereunder. Each Parent Party shall Seller and Buyer will each use its their reasonable best efforts (which shall not require any payment of money) to obtain the approval consent of the other such third parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof toto Buyer prior to Closing, and the assumption by, the Partnership. If as of the if such consent is not obtained by Closing Date an or if such attempted assignment and assumption thereof would be ineffective not assign all of Seller's rights thereunder at Closing, Seller and Buyer shall continue to cooperate and use their reasonable best efforts in order that Buyer would obtain all of such rights thereunder. To the extent that the consents and waivers referred to herein are not obtained by Seller or would give rise until the impediments to the sale, assignment, transfer, delivery or sublease referred to therein are resolved, Seller shall use its best efforts to (i) provide, at the request of Buyer, to Buyer the benefits of any right of termination thereofsuch Asset referred to herein, each Parent Party shall (ii) cooperate in arranging any lawful arrangement designed to provide such benefits to Buyer, and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any Asset referred to herein against any third person (including a mutually agreeable alternative government or governmental unit) including the right to enable the Partnership elect to obtain the benefits and assume the obligations under such Contract or License terminate in accordance with the terms thereof upon the advice of Buyer, and without commission or other charge by Seller, whether to any third party or Buyer. Buyer shall not be required by this Agreement as Section 1.5 to enter into any arrangement that would impose any additional cost, expense or liability or that would deprive Buyer of any material benefits or profits. Nothing in this section shall affect the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliateconditions to Buyer's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinunder Article VI.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this This Agreement shall not constitute an agreement operate to assign any Contract or License Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if an attempted assignment thereof, without the approval consent of a third party thereto(including a government or governmental unit), would be ineffective or would constitute a breach breach, default or other contravention thereof or give rise to in any right way adversely affect the rights of termination thereof, as a direct result of such assignmentSeller or Buyer thereunder. Each Parent Party shall Seller and Buyer will each use its their commercially reasonable best efforts (which shall not require any payment of money) to obtain the approval consent of the other such third parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof toto Buyer prior to Closing, and the assumption by, the Partnership. If as of the if such consent is not obtained by Closing Date an or if such attempted assignment and assumption thereof would be ineffective not assign all of Seller's rights thereunder at Closing, Seller and Buyer shall continue to cooperate and use their commercially reasonable efforts in order that Buyer would obtain all of such rights thereunder. To the extent that the consents and waivers referred to herein are not obtained by Seller or would give rise until the impediments to the sale, assignment, transfer, delivery or sublease referred to therein are resolved, Seller shall use its commercially reasonable efforts to (i) provide, at the request of Buyer, to Buyer the benefits of any right of termination thereofsuch Asset referred to herein, each Parent Party shall (ii) cooperate in arranging any lawful arrangement designed to provide such benefits to Buyer, and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any Asset referred to herein against any third person (including a mutually agreeable alternative government or governmental unit) including the right to enable the Partnership elect to obtain the benefits and assume the obligations under such Contract or License terminate in accordance with the terms thereof upon the advice of Buyer, and without commission or other charge by Seller, whether to any third party or Buyer. Buyer shall not be required by this Agreement as Section 1.4 to enter into any arrangement that would impose any additional cost, expense or liability or that would deprive Buyer of any material benefits or profits. Nothing in this section shall affect the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliateconditions to Buyer's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinunder Article VII.