Common use of Assignment of Contracts and Warranties Clause in Contracts

Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all of its rights under the Assigned Contracts. No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Seller and the Principal Owners shall take all actions reasonably requested by Buyer and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contract and/or to provide the economic benefit of such Contract to Buyer. Notwithstanding the foregoing, and without affecting the Buyer’s closing conditions hereunder, to the extent that any Assigned Contracts cannot be assigned to the Buyer at the Closing Date, the Seller shall maintain such Contracts in effect and, as agent for Buyer, the performance obligations of the Seller, as the case may be, thereunder shall be deemed to be subleased or subcontracted to the Buyer until such Assigned Contract has been assigned. Seller shall (i) use all Commercially Reasonable Efforts to obtain all necessary consents, (ii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assigned, including enforcement for the benefit of the Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer (unless otherwise agreed to in this Agreement), and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed to in this Agreement).

Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all of its rights under the Assigned Contracts. No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Seller and the Principal Owners shall take all actions reasonably requested by Buyer and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contract and/or to provide the economic benefit of such Contract to BuyerCustomer Purchase Orders. Notwithstanding the foregoing, this Agreement shall not constitute an agreement to assign or transfer any Customer Purchase Orders if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof in accordance with its terms; and without affecting the Buyer’s closing conditions hereunder, to the extent that any Assigned Contracts cannot be assigned transfer or assignment to the Buyer at by the Seller of any interest under any such Customer Purchase Orders that requires the consent or approval of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing DateDate and the Buyer waives as of the Closing Date the condition that such consent or approval be obtained, the Seller shall maintain continue to use all commercially reasonable efforts to obtain any such Contracts in effect and, as agent for Buyer, consent or approval after the performance obligations of the Seller, as the case may be, thereunder shall be deemed to be subleased or subcontracted to the Buyer Closing Date until such Assigned Contract time as such consent or approval has been assigned. obtained, and the Seller shall (i) use all Commercially Reasonable Efforts to obtain all necessary consents, (ii) and the Principal will cooperate with the Buyer in any lawful and economically feasible arrangement designed to provide to that the Buyer shall receive the interest of the Seller in the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assignedCustomer Purchase Orders, including enforcement without limitation performance by the Seller as agent if economically feasible; provided, however, that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained as of the Closing Date. The Seller and the Principal shall jointly and severally pay and discharge, and shall indemnify and hold the Buyer harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 7.3 shall be deemed a waiver by the Buyer of any and its right to have received on or before the Closing Date an effective assignment of all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for Customer Purchase Orders it has requested be assigned to it nor shall this Section 7.3 be deemed to constitute an agreement to exclude any Customer Purchase Orders from the account terms of the Buyer (unless otherwise agreed to in this Agreement), and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed to in this Agreement).

Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer Purchaser all of its rights under the Assigned Contracts. No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller Contracts and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Seller and the Principal Owners shall take all actions reasonably requested by Buyer and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contract and/or to provide the economic benefit of such Contract to BuyerLeases. Notwithstanding the foregoing, and without affecting no Assigned Contract or Lease shall be assigned contrary to law or the Buyer’s closing conditions hereunderterms of such Assigned Contract or Lease and, with respect to the extent any Leases that any Assigned Contracts cannot be assigned to the Buyer at Purchaser on the Closing Date, in the Seller shall maintain such Contracts event that Purchaser waives the conditions set forth in effect and, as agent for BuyerSection 9.10 of this Agreement with respect to any Lease, the performance obligations of the SellerSeller thereunder shall, as the case may beunless not permitted by such Lease, thereunder shall be deemed to be subleased or subcontracted to Purchaser until the Buyer until such Assigned Contract same has been assigned. With respect to the Assigned Contracts and the Leases, Seller shall (i) use all Commercially Reasonable Efforts commercially reasonable efforts to obtain all necessary consentsconsents to effect the transactions contemplated hereby, (ii) if, with respect to any Assigned Contract or Lease, any such consent described in clause (i) of this Section 8.9 is not obtained by Seller and in the event that Purchaser waives the conditions set forth in Sections 9.10 (with respect to any Lease) or 9.15 (with respect to any Assigned Contract), cooperate with the Buyer Purchaser in any arrangement designed to provide to the Buyer Purchaser the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assignedand Leases, including enforcement for the benefit of the Buyer Purchaser (and at Purchaser’s expense) of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer (unless otherwise agreed to in this Agreement), and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed to in this Agreement).

Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all of its rights under the Assigned Contracts and Buyer shall assume all obligations of Seller arising from and after the Closing under the Assigned Contracts, by mutual delivery of an Assignment and Assumption Agreement substantially in the form of Exhibit C (the “Assignment and Assumption Agreement”). No liabilities under any Contract At the Closing and effective as of the Closing Date, the Parent shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller assign to the Buyer and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract Affiliate all of its rights under which it knows or has reason to believe it will not receive the required consent. Seller Office Lease and the Principal Owners Buyer shall take assume all actions reasonably requested by Buyer obligations of the Parent arising from and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those after the Closing under the existing Contract and/or to provide Office Lease, by mutual delivery of an Assignment and Assumption of Office Lease substantially in the economic benefit form of such Contract to BuyerExhibit D (the “Lease Assignment and Assumption Agreement”). Notwithstanding the foregoing, and without affecting no Contract shall be assigned contrary to law or the Buyer’s closing conditions hereunderterms of such Contract and, with respect to the extent Contracts that any Assigned Contracts cannot be assigned to the Buyer at the Closing Date, the Seller shall maintain such Contracts in effect and, as agent for Buyer, the performance obligations of the SellerSeller thereunder shall, as the case may beunless not permitted by such Contract, thereunder shall be deemed to be subleased or subcontracted to the Buyer until such Assigned Contract has been assigned. The Seller and the Parent shall (i) use all Commercially Reasonable Efforts their reasonable best efforts to obtain all necessary consentsconsents and to deliver all required notices, (ii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assignedContracts, including enforcement for the benefit of the Buyer (and at the Buyer’s expense) of any and all rights of the Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer (unless otherwise agreed to in this Agreement), and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed to in this Agreement)possible.

Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all of its rights under the Assigned Contracts. No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Seller and the Principal Owners shall take all actions reasonably requested by Buyer Xxxxx and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contract and/or to provide the economic benefit of such Contract to Buyer. Notwithstanding the foregoing, and without affecting the Buyer’s closing conditions hereunder, to the extent that any Assigned Contracts cannot be assigned to the Buyer at the Closing Date, the Seller shall maintain such Contracts in effect and, as agent for Buyer, the performance obligations of the Seller, as the case may be, thereunder shall be deemed to be subleased or subcontracted to the Buyer until such Assigned Contract has been assigned. Seller shall (i) use all Commercially Reasonable Efforts to obtain all necessary consents, (ii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assigned, including enforcement for the benefit of the Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer (unless otherwise agreed to in this Agreement), and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed to in this Agreement).

Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign Notwithstanding anything contained herein to the Buyer all of its rights under the Assigned Contracts. No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Seller and the Principal Owners shall take all actions reasonably requested by Buyer and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contract and/or to provide the economic benefit of such Contract to Buyer. Notwithstanding the foregoing, and without affecting the Buyer’s closing conditions hereundercontrary, to the extent that any Assigned of the Assumed Contracts are non-assignable or non-transferable to Buyer, or non-assignable or non-transferable without the consent of a third party, or shall be subject to any option in any third party by virtue of a request for permission to assign or transfer by reason of or pursuant to this Agreement or the transactions contemplated hereby, this Agreement shall not constitute a contract to assign or transfer the same if an attempted assignment or transfer would (i) constitute a breach thereof or (ii) create rights in others not desired by Buyer, and with respect to Assumed Contracts that cannot be assigned to the Buyer at on the Closing Date, the Seller shall maintain such Contracts in effect and, as agent for Buyer, the performance obligations of the SellerSeller thereunder shall, as the case may beunless not permitted by such Assumed Contract, thereunder shall be deemed to be subleased or subcontracted to the Buyer until such Assigned Assumed Contract has been assigned. Seller and Buyer shall (i1) use all Commercially Reasonable Efforts reasonable efforts to obtain all necessary consents, consents and (ii2) cooperate with the Buyer each other in any arrangement designed to provide to the Buyer the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assignedAssumed Contracts, including enforcement for the benefit of the Buyer (and at Seller's expense) of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise; provided, however, that Seller shall not be obligated to pay more than de minimis monies or to commence a legal action unless at the request and at the expense of Buyer. Seller shall (iiiA) hold all monies paid thereunder in trust for the account of the Buyer (unless otherwise agreed to in this Agreement), and (ivB) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed possible. Buyer shall indemnify and hold harmless Seller with respect to in this Agreement)any obligations or liabilities under or respect to any of such Assumed Contracts.