Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract or any Contract to which any of the Asset Sellers or the Companies is a party or any claim or right or any benefit arising thereunder or resulting therefrom if and for so long as such assignment, without the approval, consent or waiver of a third party thereto or Governmental Authority, would constitute a breach or other contravention of such Assigned Contract or other Contract or in any way adversely affect the rights of Purchaser, any Asset Seller or any Company thereunder. If such approval, consent or waiver is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser or any Asset Seller thereunder so that Purchaser would not in fact receive all such rights, Purchaser and Seller will cooperate in a mutually agreeable, commercially reasonable arrangement under which Purchaser or any or all of the Companies, as applicable, would obtain the benefits and perform and discharge the obligations thereunder, and under which Seller would enforce or cause to be enforced for the benefit of Purchaser or any or all of the Companies, as applicable, at Purchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of the Asset Seller’s obligations, any and all rights of the Asset Seller against a third party. Seller shall not be required to make, or to cause to be made, any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such approval, consent or waiver.

Assignment of Contracts and Rights. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement (including the reorganization contemplated in Article II) shall not constitute an agreement to contribute or otherwise sell, convey, transfer, assign or sublicense any Assigned Contract Contract, license or permit constituting an SG Acquired Asset, or any Contract to which any of the Asset Sellers or the Companies is a party or any claim or claim, right or any benefit arising thereunder or resulting therefrom therefrom, or to enter into any other agreement or arrangement with respect thereto, if and for so long as an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such assignmentagreement or arrangement, without the approval, consent or waiver of a third party thereto or Governmental Authorityparty, would constitute a breach of, or other contravention of such Assigned Contract under, any agreement to which Saint-Gobain, or other Contract its Asset Transferors, is a party, be ineffective with respect to any party thereto or in any way adversely affect the rights of Purchasereither Party, an Asset Transferor, or the transferee thereunder. With respect to any Asset Seller such Contract, license or permit or any Company thereunder. If claim, right or benefit arising thereunder or resulting therefrom, promptly after the date hereof, the Parties will use reasonable commercial efforts (but without any payment of money or other transfer of value by either Party or any of their respective Affiliates to any third party) to obtain any required consent for the assignment, transfer or sublicense of any such approvalContract, license or permit to Xxxxx Corning or the applicable Acquired Subsidiary, or written confirmation reasonably satisfactory in form and substance to the Parties confirming that such consent or waiver is not obtainedrequired. Except with respect to the leases of Metal used in Saint-Gobain’s Business, if a required consent is not obtained with respect to any such Contract, license or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser or any permit (a “Consent Failure”), Saint-Gobain and its Asset Seller thereunder so that Purchaser would not in fact receive all such rights, Purchaser and Seller Transferors will cooperate in a mutually agreeable, commercially reasonable agreeable arrangement under which Purchaser or any or all of the Companies, as applicable, Xxxxx Corning would obtain the benefits thereunder in accordance with this Agreement, including subcontracting or subleasing to Xxxxx Corning or to its applicable Affiliate, subject to Applicable Law and perform the terms of any such Contract, license or permit, with Xxxxx Corning or its applicable Affiliate obtaining the claims, rights and discharge benefits of Saint-Gobain, or its Asset Transferors, and assuming the obligations thereunderunder such Contract, license or permit in accordance with this Agreement, and under which Seller would Saint-Gobain, or its Asset Transferors, will enforce or cause to be enforced at the request of and for the benefit of Purchaser Xxxxx Corning or any or all of the Companies, as applicable, at Purchaser’s sole cost and expenseits applicable Affiliate, with Purchaser being responsible for the performance and discharge of the Xxxxx Corning or its applicable Affiliate assuming Saint-Gobain’s, or its Asset Seller’s Transferors, obligations, any and all claims, rights and benefits of the Asset Seller against a third party. Seller shall not be required to makeSaint-Gobain, or to cause to be madeits Asset Transferors, any payments or offer or grant any accommodation (financial or otherwise) to against any third party thereto arising from any such Contract, license or permit (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of Xxxxx Corning). If any Consent Failure occurs and Saint-Gobain, or its Asset Transferors, and Xxxxx Corning or its applicable Affiliate have failed to have entered into an arrangement to provide to Xxxxx Corning or its applicable Affiliate the benefits under the relevant Contract, license or permit, Saint-Gobain and Xxxxx Corning shall cooperate following the Closing to obtain any such approval, consent or waiverenter into an agreement with respect thereto as soon as reasonably practicable thereafter.

Assignment of Contracts and Rights. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement (including the reorganizations contemplated in Article II) shall not constitute an agreement to contribute or otherwise sell, convey, transfer, assign or sublicense any Assigned Contract Contract, license or permit constituting a Contributed Asset, or any Contract to which any of the Asset Sellers or the Companies is a party or any claim or claim, right or any benefit arising thereunder or resulting therefrom therefrom, or to enter into any other agreement or arrangement with respect thereto, if and for so long as an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such assignmentagreement or arrangement, without the approval, consent or waiver of a third party thereto or Governmental Authorityparty, would constitute a breach of, or other contravention of such Assigned Contract under, any agreement to which either Parent, or other Contract their respective Asset Transferors, is a party, be ineffective with respect to any party thereto or in any way adversely affect the rights of Purchasereither Parent, or their respective Asset Transferors, or the transferee thereunder. With respect to any Asset Seller such Contract, license or permit or any claim, right or benefit arising thereunder or resulting therefrom, promptly after the date hereof, the Parties will use reasonable commercial efforts (but without any payment of money or other transfer of value by either Parent or the Company thereunderor any of their respective Affiliates to any third party) to obtain any required consent for the assignment, transfer or sublicense of any such Contract, license or permit to the Company, or written confirmation reasonably satisfactory in form and substance to the Parties confirming that such consent is not required. If such approval, a required consent or waiver is not obtainedobtained with respect to any such Contract, license or if an attempted assignment thereof would be ineffective or would adversely affect permit (a “Consent Failure”), the rights of Purchaser or any applicable Parent, its Asset Seller thereunder so that Purchaser would not in fact receive all such rights, Purchaser Transferors and Seller the Company will cooperate in a mutually agreeable, commercially reasonable agreeable arrangement under which Purchaser or any or all of the Companies, as applicable, Company would obtain the benefits thereunder in accordance with this Agreement, including subcontracting or subleasing to the Company or to an Affiliate of the Company, subject to Applicable Law and perform the terms of any such Contract, license or permit, with the Company or its applicable Affiliate obtaining the claims, rights and discharge benefits of the applicable Parent, or its Asset Transferors, and assuming the obligations thereunderunder such Contract, license or permit in accordance with this Agreement, and under which Seller would the applicable Parent, or its Asset Transferors, will enforce or cause to be enforced at the request of and for the benefit of Purchaser the Company or any or all of the Companies, as applicable, at Purchaser’s sole cost and expenseits applicable Affiliate, with Purchaser being responsible for the performance and discharge of Company or its applicable Affiliate assuming the applicable Parent’s, or its Asset Seller’s Transferors, obligations, any and all claims, rights and benefits of the Asset Seller against a third party. Seller shall not be required to makeapplicable Parents, or to cause to be madeits Asset Transferors, any payments or offer or grant any accommodation (financial or otherwise) to against any third party thereto arising from any such Contract, license or permit (including the right 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 applicable Parent, or its Asset Transferors, and the Company or its applicable Affiliate have failed to have entered into an arrangement to provide to the Company or its applicable Affiliate the benefits under the relevant Contract, license or permit, such Parent and the Company shall cooperate following the Closing to obtain any such approval, consent or waiverenter into an agreement with respect thereto as soon as reasonably practicable thereafter.

Assignment of Contracts and Rights. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, this Agreement shall not constitute an agreement to assign or otherwise sell, convey, sublicense or Transfer any Assigned Contract constituting a Transferred Asset, or any Contract to which any of the Asset Sellers or the Companies is a party or any claim or claim, right or any benefit arising thereunder or resulting therefrom therefrom, or to enter into any other agreement or arrangement with respect thereto, if and for so long as an attempted assignment, sale, conveyance, sublicense or Transfer thereof, or entering into any such assignmentagreement or arrangement, without the approval, consent or waiver of a third party thereto or Governmental Authorityparty, would constitute a breach of, or other contravention of under, any such Assigned Contract or other Contract Contract, be ineffective with respect to any party thereto or in any way adversely affect the rights of Purchaser, Transferor or Transferee thereunder. With respect to any Asset Seller such Contract (or any Company thereunderclaim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, Transferor and Transferee shall use reasonable best efforts (but without any payment of money or other transfer of value by Transferor or Transferee to any third party) to obtain any required consent for the assignment, sale, conveyance, sublicense or Transfer of such Contract to Transferee, or written confirmation from such parties reasonably satisfactory in form and substance to Transferor and Transferee confirming that such consent is not required. If a required consent has not been obtained prior to the Closing with respect to any such approvalContract, consent or waiver is not obtainedthen, or if an attempted assignment thereof would be ineffective or would adversely affect and to the rights of Purchaser or any Asset Seller thereunder so that Purchaser would not in fact receive all extent permitted under, and subject to the terms of, such rightsContract, Purchaser and Seller will cooperate in subject to applicable Law, Transferor and Transferee shall enter into a mutually agreeable, commercially reasonable agreeable arrangement under which Purchaser (i) Transferee would obtain, through a subcontracting, sublicensing or any subleasing arrangement or otherwise, the claims, rights and benefits of Transferor under such Contract in accordance with this Agreement, (ii) Transferee would assume all obligations of the Companies, as applicable, would obtain the benefits Transferor under such Contracts and agree to perform and discharge the all obligations thereunderunder such Contracts, and under which Seller (iii) Transferor would enforce or cause to be enforced at Transferee’s cost and at the reasonable request of and for the benefit of Purchaser or any or all of the Companies, as applicable, at Purchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of the Asset Seller’s obligationsTransferee, any and all claims, rights and benefits of the Asset Seller Transferor against a any third party. Seller party thereto arising from any such Contract; provided that neither Transferor nor Transferee shall not be required to make, make any payment of money or to cause to be made, any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain other transfer of value in connection with any such approvalarrangement. In the event Transferor shall elect to make any payment of money or other transfer of value, including any consent fee, transfer fee or waiversimilar arrangement, whether in connection with obtaining any consent under this Section 5.01(a) or entering into any arrangement contemplated by the preceding sentence, Transferor shall be solely responsible for such fee.

Assignment of Contracts and Rights. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract or any Contract to which any of the Asset Sellers or the Companies is a party Contract, Permit, Real Property Lease or any claim or right or any benefit arising thereunder or resulting therefrom if and for so long as such assignment, without the approval, consent or waiver of a third party thereto or any applicable Governmental Authority, would constitute a breach or other contravention of such Assigned Contract or other Contract Contract, Permit, Real Property Lease or in any way adversely affect the rights of Purchaser, any Asset Seller or any Company their respective Affiliates thereunder. If such approval, consent or waiver is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser Seller or any Asset Seller Selling Affiliate thereunder so that Purchaser or a Purchasing Affiliate would not in fact receive all such rights, Purchaser and Seller will cooperate in a mutually agreeable, commercially reasonable agreeable arrangement under which Purchaser or any or all of the Companies, as applicable, a Purchasing Affiliate would obtain the benefits and perform and discharge the obligations thereunderthereunder in accordance with this Agreement, and or under which Seller would enforce or cause to be enforced for the benefit of Purchaser or any or all of the Companies, as applicable, a Purchasing Affiliate at Purchaser’s sole cost and expense, with Purchaser or the applicable Purchasing Affiliate being responsible for the performance and discharge of the Asset Seller’s obligationsobligations (including any Liabilities actually suffered by any Seller Indemnified Party resulting from or arising out of any such mutually agreeable arrangement), and any and all rights of the Asset Seller thereunder against a third party. None of Seller, Purchaser or any Affiliate of Seller or Purchaser shall not be required to make, or to cause to be made, make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such approval, consent or waiverwaiver for the transfer of any rights or obligations made pursuant to this Agreement.

Assignment of Contracts and Rights. (a) Notwithstanding anything in this Agreement To the extent that assignment ---------------------------------- hereunder by JWS to the contraryWater Authority of any Contract or license is not permitted or is not permitted without the consent of a third party, this Agreement shall not be deemed to constitute an agreement undertaking to assign any Assigned Contract the same if such consent is not given or any Contract to which any of the Asset Sellers or the Companies is a party or any claim or right or any benefit arising thereunder or resulting therefrom if and for so long as such assignment, without the approval, consent or waiver of a third party thereto or Governmental Authority, an undertaking otherwise would constitute a breach of, or other contravention cause a loss of benefits under, any such Assigned Contract or other license, and the Water Authority shall not assume any obligation or liability thereunder. JWS shall use its best efforts to obtain any and all such consents required for assignment of any Contracts and licenses included in the Acquired Assets (without having to pay any consideration therefor). JWS shall advise the Water Authority promptly in writing with respect to any Contract or license which it knows or has reason to believe will not receive any required consent. Without in any way adversely affect limiting JWS's obligation to seek to obtain all consents and waivers necessary for the rights acquisition by the Water Authority of Purchaserany Contracts and licenses included in the Acquired Assets, any Asset Seller or any Company thereunder. If if such approval, consent or waiver is not obtained, obtained or if an attempted such assignment thereof would be ineffective or would adversely affect is not permitted irrespective of consent, JWS shall cooperate with the rights of Purchaser or Water Authority in any Asset Seller thereunder so that Purchaser would not in fact receive all such rights, Purchaser and Seller will cooperate in a mutually agreeable, commercially reasonable arrangement designed to provide for the Water Authority the benefit under which Purchaser such Contract or any or all of the Companieslicense, as applicablethe case may be, would obtain the benefits and perform and discharge the obligations thereunder, and under which Seller would enforce or cause to be enforced including enforcement for the benefit of Purchaser or the Water Authority of any or all rights of JWS against any other person arising out of breach or cancellation by such other person and including, if so requested by the Water Authority, acting as an agent on behalf of the CompaniesAuthority, or as applicable, at Purchaser’s sole cost the Water Authority shall otherwise reasonably require; and expense, with Purchaser being responsible for any transfer or assignment to the performance and discharge Water Authority by JWS of any property or property rights or any Contract or agreement that shall require the Asset Seller’s obligations, consent or approval of any and all rights of the Asset Seller against a third party. Seller , shall not be required made subject to make, or to cause to be made, any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such approval, consent or waiverapproval being obtained.

Assignment of Contracts and Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract or any Contract to which transfer any of the Asset Sellers or the Companies is a party Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if and for so long as such assignment(a) an attempted assignment or transfer thereof, without the approval, consent or waiver of a third party thereto or Governmental Authoritythereto, would constitute a breach or other contravention thereof or a violation of such Assigned Contract Law or other Contract or would in any way adversely affect the rights of Purchaser, any Parent or Acquisition Sub thereunder and (b) such consent is not obtained prior to the Closing. The Asset Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Transferred Assets and Liabilities or any Company thereunderclaim or right or any benefit arising thereunder for the assignment thereof to Parent or Acquisition Sub as Parent or Acquisition Sub may request. If such approval, consent or waiver is not obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law or would adversely affect the rights of Purchaser Parent or Acquisition Sub (as assignee of the Asset Seller or any Asset Seller Affiliate thereof) thereto or thereunder so that Purchaser Parent or Acquisition Sub would not in fact receive all such rights, Purchaser and Seller each Party will cooperate in a mutually agreeable, commercially reasonable enter into any arrangement reasonably requested by the other Party under which Purchaser (i) Parent or any or all of the CompaniesAcquisition Sub would, as applicablein compliance with Law, would obtain receive the benefits and perform and discharge assume the obligations thereunderand bear the economic burdens associated with such Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Parent or Acquisition Sub, and under which (ii) the Asset Seller would enforce or cause to be enforced for the benefit (and at the expense) of Purchaser Parent or any or all of the Companies, as applicable, at Purchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of the Asset Seller’s obligations, Acquisition Sub any and all of its rights of against a third party associated with such Transferred Assets and Liabilities, claim, right or benefit, and the Asset Seller against a third party. would promptly pay to Parent or Acquisition Sub when received all monies received by Asset Seller shall not be required to makeunder any Transferred Assets and Liabilities, claim, right or to cause to be made, any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such approval, consent or waiverbenefit.

Assignment of Contracts and Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract or any Contract to which transfer any of the Asset Sellers Transferred Assets or Transferred Liabilities pursuant to the Companies is a party Pre-Closing Restructuring if an attempted assignment or any claim or right or any benefit arising thereunder or resulting therefrom if and for so long as such assignmenttransfer thereof, without the approval, authorization or consent of, filing with, notification to, or granting or issuing of any License, Order waiver of a or permit by, any third party thereto or Governmental AuthorityEntity (collectively, “Approvals” and such Transferred Assets or Transferred Liabilities, collectively, the “Non-Assignable Assets”), would constitute a breach or other contravention of such Assigned Contract thereof or other Contract or result in any way acceleration of obligations of any Seller or the exercise or rights or remedies by any counterparty or would be a violation of Law, be ineffective, void or voidable or would materially adversely affect the rights of PurchaserBuyer thereunder; provided that this Section 2.3(a) shall not affect whether any such asset shall be deemed a Transferred Asset for any other purpose under this Agreement. Without limitation of the obligations set forth in Section 6.3(a), prior to the completion of the Pre-Closing Restructuring, Parent will use its commercially reasonable efforts, and Buyer will cooperate with such efforts as reasonably requested by Parent, to provide notices and to obtain, or cause to be obtained, any Asset Seller Approval from a third party required to assign or transfer any Company thereunderTransferred Asset; provided, however, that Parent shall not be required to pay any consideration in order to obtain any such Approval. If a Non-Assignable Asset cannot be assigned or transferred prior to the completion of the Pre-Closing Restructuring because of the failure to obtain any such approvalApproval from a third party, consent or waiver is not obtained(i) Parent shall have the continuing obligation until twelve (12) months after the Closing Date to, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser or any Asset Seller thereunder so that Purchaser would not in fact receive all and to cause its Affiliates to, use its reasonable best efforts to secure such rightsApproval as promptly as practicable, Purchaser and Seller Buyer will cooperate with Parent with such efforts, as reasonably requested by Parent, and (ii) each Party will cooperate in a mutually agreeable, any lawful and commercially reasonable arrangement under which Purchaser or any or all of (A) Buyer would, in compliance with Law, receive the Companieseconomic claims, as rights and benefits under such Non-Assignable Asset (including, if applicable, would obtain the right to terminate such Non-Assignable Asset in accordance with the terms thereof upon the Buyer’s request), (B) to the extent the Buyer receives the economic claims, rights and benefits under such Non-Assignable Asset, the Buyer shall be responsible and perform and discharge the obligations thereunderbear all Transferred Liabilities associated with such Non-Assignable Asset in accordance with this Agreement, including by means of subcontracting, sublicensing or subleasing arrangement (provided that Buyer shall not be responsible for Liabilities that constitute Excluded Liabilities), and under which Seller (C) Parent would enforce or cause to be enforced for the benefit of Purchaser or any or all of the Companies, as applicable, at Purchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of the Asset Seller’s obligations, Buyer any and all of its rights of the Asset Seller against a third partyparty associated with such Non-Assignable Asset, and Parent would promptly pay to Buyer when received all monies received by Parent under any Non-Assignable Asset or any claim, right or benefit arising thereunder. Seller shall not be required to makeIf the Approval for the transfer and assignment of any such Non-Assignable Asset is thereafter obtained, Parent shall, or shall cause its applicable Affiliate to, promptly assign and transfer such Non-Assignable Asset to cause Buyer at no additional cost to be made, any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such approval, consent or waiverBuyer.