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 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 at the Closing Date, the performance obligations of the 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 Seller shall (a) use its best efforts to obtain all necessary consents, (b) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of the Seller's rights) under any such Contracts, 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, (c) hold all monies paid thereunder in trust for the account of the Buyer and (d) remit such money to the Buyer as promptly as 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 ContractsContracts set forth on Schedule 2.7(a)(i) hereof. On the Completion Date and effective as of the date thereof, the Seller shall assign to the Buyer all its rights under the Contracts set forth on Schedule 2.7(a)(ii) hereof. 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 at the Closing Date or the Completion Date, as applicable, the performance obligations of the 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 Seller shall (ai) use its best reasonable commercial efforts to obtain all necessary consents, (bii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of the Seller's rights) under any such Contracts, including enforcement for the benefit of the Buyer (and at the Buyer's ’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, (ciii) hold all monies paid thereunder in trust for the account of the Buyer and (div) remit all such money to the Buyer as promptly as possible.

Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller Companies shall assign to the Buyer all of its 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 Buyer at the Closing Date, the performance obligations of the Seller Companies 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 Seller Companies shall (ai) use its their best efforts to obtain all necessary consents, (bii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of the Seller's Companies' rights) under any such Contracts, including enforcement for the benefit of the Buyer (and at the Buyer's expense) of any and all rights of the Seller Companies against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (ciii) hold all monies paid thereunder in trust for the account of the Buyer and (div) remit such money to the Buyer as promptly as 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 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 at the Closing Date, the performance obligations of the Seller 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 Seller shall (ai) use its best efforts to obtain all necessary consents, (bii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of the Seller's rights) under any such Contracts, 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, (ciii) hold all monies paid thereunder in trust for the account of the Buyer and (div) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as 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 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 Buyer at the Closing Date, the performance obligations of the Seller Seller, 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 Contract has been assigned. The Seller shall (ai) use its best efforts to obtain all necessary consents, (bii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of the Seller's rights) under any such Assigned Contracts, 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, (ciii) hold all monies paid thereunder in trust for the account of the Buyer and (div) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible.