Assignment of Contracts, etc. The General Partner hereby transfers and assigns to the Partnership all of its right, title and interest in and to the Apartment Complex, including the following:
(i) all contracts with architects, engineers, contractors and supervising architects with respect to the rehabilitation or development of the Apartment Complex;
(ii) all plans, specifications and working drawings, heretofore prepared or obtained in connection with the Apartment Complex and all governmental approvals obtained, including planning, zoning and building permits;
(iii) any and all commitments with respect to the Mortgage Loan; and
(iv) any other work product related to the Apartment Complex.
Assignment of Contracts, etc. Notwithstanding anything contained herein to the contrary, no Contracts, Real Estate Leases, Capital Leases, Operating Leases, Intellectual Property, Technology and Know-How or Permits shall be assigned contrary to any Legal Requirement or the terms thereof. If there are Contracts, Real Estate Leases, Capital Leases or Operating Leases which form part of the Acquired Assets that cannot be assigned or novated to Holdco on the Closing Date, the performance obligations of Seller thereunder shall, if so elected by Holdco, in its sole discretion (unless not permitted by such Contracts, Real Estate Leases, Capital Leases or Operating Leases) be deemed to be subleased or subcontracted to Holdco until such Contracts, Real Estate Leases, Capital Leases or Operating Leases have been assigned or novated (it being understood that the failure to obtain such consents shall not reduce the Purchase Price). Holdco shall take all necessary actions to perform and complete all Contracts, Real Estate Leases, Capital Leases or Operating Leases which form part of the Acquired Assets in accordance with their terms if neither assignment, novation, subleasing nor subcontracting is permitted by the other party. Seller shall pay over to Holdco any amounts received by Seller or its Subsidiaries after the Closing (in so far as they relate to post-Closing periods or performance) as a result of performance by Holdco of such Contracts, Real Estate Leases, Capital Leases or Operating Leases, which payment shall be made promptly, but in no event more than ten (10) days following receipt thereof by Seller or any of its Subsidiaries (without set off or demand of any kind). Nothing contained in this Section 2.06 shall prevent Holdco from exercising its right to terminate this Agreement pursuant to Section 10.1(d) as a result of conditions contained in Section 9.02 not being satisfied. Notwithstanding anything to the contrary herein, Holdco shall be entitled to indemnification for Damages (subject to the terms of Article XI hereof) with respect to any failure by Seller to assign or novate any Assumed Contract, Assumed Real Estate Lease, Assumed Capital Lease or Assumed Operating Lease.
Assignment of Contracts, etc l2 . The General Partner hereby transfers and assigns to the Partnership all of its right, title and interest in and to the Apartment Complex, including the following:
Assignment of Contracts, etc. The Vendor shall use commercially reasonable efforts to obtain all required third party consents necessary for the sale, assignment, transfer and conveyance by the Vendor to the Purchaser of any Contracts, Accounts Receivable, Real Property Leases, Licenses (other than Non-Transferable Licenses), Intellectual Property Rights and other Purchased Assets (collectively, the "Rights") and the re-issuance in the name and for the benefit of the Purchaser of licenses to replace Non-Transferable Licenses of the Business on substantially the same terms. The Purchaser shall cooperate reasonably with the Vendor in obtaining such consents including, without limitation, possible written assumptions thereof by the Purchaser. In order, however, that the full value of any Right may be realized for the benefit of the Purchaser, to the extent permitted by applicable Law, Licenses and Contracts, as the case may be, the Vendor shall, in respect of Rights related to consents for which the other contractant or issuer has not responded, at the written request and under the direction and expense of the Purchaser, in the name of the Vendor or as otherwise specified by the Purchaser, acting reasonably, take all such reasonable action and do or cause to be done all such reasonable things which are necessary and advisable in order that the obligations of the Vendor in connection with such Right may be performed by the Purchaser as agent of the Vendor in such manner that the value of such Right shall be preserved and shall, as between the Parties, enure to the exclusive benefit of the Purchaser, and that the collection of moneys due and payable to the Purchaser in connection with such Right shall be received by the Purchaser. In such a scenario, the Parties shall promptly pay over to the other all moneys collected by or paid to a Party which are rightly due to the other in respect of every such Right. The Purchaser shall be entirely responsible for the timely performance of the obligations associated with any such Rights it requests the Vendor to maintain in accordance with the above. The Vendor shall not be required to make any expenditures in connection with its obligations under this Section to preserve Rights. The Purchaser shall use commercially reasonable efforts to obtain the re-issuance of Non-Transferable Licenses required by the Purchaser to continue the conduct of the Business with the Purchased Assets. The Vendor shall reasonably co-operate with the Purchaser in its efforts...
Assignment of Contracts, etc. Borrower shall deliver to Bank an executed copy of each contract that either Borrower or Astrotech has entered into with an architect or engineer (if any), contractor or sub-contractors (if any) relating to the Project, and if applicable and requested by the Bank, copies of the contractor's or sub-contractor's contracts with all subcontractors and sub-sub-contractors, and any amendments or change orders thereto, for construction of the Improvements. The architect, engineer and contractor shall each be acceptable to and approved by the Bank in its reasonable discretion and all contracts with such parties shall be subject to the Bank's approval and shall, upon request, be collaterally assigned to Bank. It is expressly agreed that Bank's approval of such architect, engineer and contractor and the aforesaid contracts is for Bank's exclusive benefit and neither the Borrower, Astrotech nor any other party shall be entitled to construe or rely upon Bank's approval as any representation or warranty of the fitness or sufficiency of any such architect, engineer, contractor, sub-contractor or contract.
Assignment of Contracts, etc. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign any claim, contract, lease, instrument, order or any claim or right, or any benefit arising thereunder or resulting therefrom (collectively, "Restricted Contracts"), if an attempted transfer or assignment thereof, without the consent of a third party thereto, would constitute a breach thereof. If such consent is not obtained, the Seller will cooperate with the Buyer in any reasonable arrangement designed to provide for the Buyer the benefits under any such Restricted Contract, including without limitation enforcement for the benefit of the Buyer of any and all rights of the Seller against a third party thereto arising out of the breach or cancellation by such third party; provided, however, that no such arrangement shall obligate the Seller to incur any material cost or liability in connection with the making of any such arrangement or under any Restricted Contract with respect to which such an arrangement is made. Any transfer or assignment to the Buyer of any property or property rights or any contract or agreement which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Notwithstanding the failure of a third party to consent to the transfer or assignment of any Restricted Contract to the Buyer, if the Buyer receives any payment, use of property or other benefit under any Restricted Contract, the Buyer shall assume and discharge any and all liabilities and obligations of the Seller under such Restricted Contract.
Assignment of Contracts, etc. TC "7.01.
Assignment of Contracts, etc. The General Partner hereby transfers and assigns to the Partnership all of its right, title and interest in and to the Apartment Complex, including the following: (i) all contracts with architects, engineers, contractors and supervising architects with respect to the construction or development of the Apartment Complex; (ii) all plans, specifications and working drawings, heretofore prepared or obtained in connection with the Apartment Complex and all governmental approvals obtained, including planning, zoning and building permits; (iii) any and all commitments with respect to the Loans; and (iv) any other work product related to the Apartment Complex. ARTICLE VIII
Assignment of Contracts, etc. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to Transfer any Contract or any claim or right, or any benefit arising thereunder or resulting therefrom (collectively, "RESTRICTED ASSETS"), if an attempted Transfer thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of the Seller or the Purchaser, as the case may be, thereunder. If such consent is not obtained, the Seller will cooperate with the Purchaser without further consideration in any reasonable arrangement designed to provide for the Purchaser the benefits of or under any such Restricted Asset, including without limitation enforcement for the benefit of the Purchaser of any and all rights of the Seller against a third party thereto arising out of the breach or cancellation thereof by such third party. Any Transfer to the Purchaser of any Restricted Asset which shall require the consent or approval of any third party for such Transfer as aforesaid shall be made subject to such consent or approval being obtained.
Assignment of Contracts, etc. To the extent that the sale ---------------------------- of the Shares constitutes an assignment under the terms of any of the Contracts (including the Real Property Leases) or the Permits which requires the consent of another party, the Selling Parties agree to use their reasonable best efforts (with the reasonable assistance of the Purchasing Parties to the extent necessary to obtain such consents) to obtain the consent of such other party to an assignment in all cases in which consent is required or novation agreements to contracts, licenses, permits or approvals not so assignable.
