Common use of Assignment of Contracts and Warranties Clause in Contracts

Assignment of Contracts and Warranties. Each Seller assigns to the Buyer effective from and after the Closing all right, title and interest of each Seller and its Affiliates in, to and under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer, the performance obligations of the applicable Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Buyer shall reasonably assist each Seller in obtaining any necessary approvals to such subleases and subcontracts. The Buyer shall take all necessary actions to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and each Seller shall pay over to the Buyer any amounts received by such Seller after the Closing Date as a result of performance by the Buyer of such Contracts; PROVIDED; HOWEVER, to the extent any such Contract is a Key Contract, nothing set forth herein shall require the Buyer to assume any obligation of any of the Sellers under such Key Contract until the consent to assignment with respect thereto has been obtained unless the 38

Assignment of Contracts and Warranties. Each Seller assigns At the Closing and effective as of the Closing Date, the Sellers shall assign to the Buyer effective from and after the Closing all right, title and interest of each Seller and its Affiliates in, to and their rights under the Assigned Contracts. Notwithstanding the foregoing, no Assigned Contract shall be assigned contrary to law or the terms of such Assigned Contract and, with respect to Assigned Contracts that cannot be assigned to the BuyerBuyer at the Closing Date, the performance obligations of the applicable Seller Sellers, as the case may be, thereunder shall, unless not permitted by such Assigned Contract, be deemed to be subleased or subcontracted to the Buyer until such Assigned Contract has been assigned. The Buyer Each of the Sellers shall reasonably assist each Seller in obtaining any necessary approvals (i) use its best efforts to such subleases and subcontracts. The Buyer shall take obtain all necessary actions consents, (ii) cooperate with the Buyer in any arrangement designed to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and each Seller shall pay over provide to the Buyer the benefits (including the exercise of rights) under any amounts received such Assigned Contracts, including enforcement for the benefit of the Buyer (and at the Buyer's expense) of any and all rights of Sellers against a third party thereto arising out of the breach or cancellation by such Seller after third party or otherwise, (iii) hold all monies paid thereunder in trust for the Closing Date as a result account of performance by the Buyer and (iv) remit all such money without set-off of such Contracts; PROVIDED; HOWEVER, any kind whatsoever to the extent any such Contract is a Key Contract, nothing set forth herein shall require the Buyer to assume any obligation of any of the Sellers under such Key Contract until the consent to assignment with respect thereto has been obtained unless the 38as promptly as possible.

Assignment of Contracts and Warranties. Each Seller assigns At the Closing and effective as of the Closing Date, the Sellers shall assign to the Buyer effective from and after the Closing all right, title and interest of each Seller and its Affiliates in, to and their respective rights under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the BuyerBuyer at the Closing Date, the performance obligations of the applicable either Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Buyer shall reasonably assist each Seller the Sellers in obtaining any necessary approvals to such subleases and subcontracts. The Sellers shall use their commercially reasonable efforts to obtain all necessary consents and the Buyer shall take all necessary actions to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and each Seller the Sellers shall pay over to the Buyer any amounts received by such either Seller after the Closing Date as a result of performance by the Buyer of any such Contracts; PROVIDED; HOWEVER, to the extent any such Contract is a Key Contract, nothing set forth herein shall require the Buyer to assume any obligation of any of the Sellers under such Key Contract until the consent to assignment with respect thereto has been obtained unless the 38.

Assignment of Contracts and Warranties. Each Seller assigns At the Closing and effective as of the Closing Date, the Sellers shall assign to the Buyer effective from and after the Closing all right, title and interest of each Seller and its Affiliates in, to and their rights under the ContractsContracts and the Other Agreements. Notwithstanding the foregoing, no Contract or Other Agreement shall be assigned contrary to law or the terms of such Contract or Other Agreement and, with respect to Contracts and Other Agreements that cannot be assigned to the BuyerBuyer at the Closing Date, the performance obligations of the applicable Seller Sellers thereunder shall, unless not permitted by such ContractContract or Other Agreement, be deemed to be subleased or subcontracted to the Buyer until such Contract or Other Agreement has been assigned. The Buyer shall reasonably use commercially reasonable efforts to assist each Seller the Sellers in obtaining any necessary approvals Consents to such subleases and subcontracts. The Sellers shall use commercially reasonable efforts to obtain all necessary Consents and the Buyer shall take all necessary actions to perform and complete all Contracts and Other Agreements in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and each Seller shall the Sellers shall, as promptly as practicable, pay over to the Buyer any amounts received by such Seller the Sellers after the Closing Date as a result of performance by the Buyer of such Contracts; PROVIDED; HOWEVER, to the extent any such Contract is a Key Contract, nothing set forth herein shall require the Buyer to assume any obligation of any of the Sellers under such Key Contract until the consent to assignment with respect thereto has been obtained unless the 38Contracts and Other Agreements.

Assignment of Contracts and Warranties. Each Seller assigns to the Buyer effective from and after the Closing all right, title and interest of each Seller and its Affiliates in, to and under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer, the performance obligations of the applicable Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Buyer shall reasonably assist each Seller in obtaining any necessary approvals to such subleases and subcontracts. The Buyer shall take all necessary actions to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and each Seller shall pay over to the Buyer any amounts received by such Seller after the Closing Date as a result of performance by the Buyer of such Contracts; PROVIDEDprovided; HOWEVERhowever, to the extent any such Contract is a Key Contract, nothing set forth herein shall require the Buyer to assume any obligation of any of the Sellers under such Key Contract until the consent to assignment with respect thereto has been obtained unless the 38Buyer shall have waived the requirement that such consent be obtained as a condition to Closing as contemplated in Section 8.7 hereof.

Assignment of Contracts and Warranties. Each Seller assigns to the Buyer effective from and after the Closing all right, title and interest of each Seller and its Affiliates in, to and under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer, the performance obligations of the applicable Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Buyer shall reasonably assist each Seller in obtaining any necessary approvals to such subleases and subcontracts. The Buyer shall take all necessary actions to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and each Seller shall pay over to the Buyer any amounts received by such Seller after the Closing Date as a result of performance by the Buyer of such Contracts; PROVIDED; HOWEVER, to the extent any such Contract is a Key Contract, nothing set forth herein shall require the Buyer to assume any obligation of any of the Sellers under such Key Contract until the consent to assignment with respect thereto has been obtained unless the 38Buyer shall have waived the requirement that such consent be obtained as a condition to Closing as contemplated in Section 8.7 hereof.