ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Notwithstanding anything contained in this Agreement to the contrary, this Agreement will not constitute an agreement to assign any contract or claim or any right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of Buyer thereunder. Seller, Shareholder and MTS shall use their best efforts to obtain the consent of the other party to any of the foregoing to the assignment thereof to Buyer in all cases that such consent is required for assignment or transfer. If such consent is not obtained, Seller, Shareholder and MTS agree to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits thereunder, including, but not limited to, having (a) Buyer act as an agent for Seller, and (b) Seller enforce for the benefit of Buyer any and all rights of Seller against the other party thereto arising out of the cancellation by such other party or otherwise.
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract, or right with respect to any benefit arising thereunder or resulting therefrom, or any permit, if an attempted transfer, sublease or assignment thereof, without the required consent of any other party thereto, would constitute a breach thereof or in any way adversely affect the rights of the Buyer thereunder. The Sellers shall use commercially reasonable efforts to obtain the consent of any such third party to any of the foregoing to the transfer or assignment thereof to the Buyer in all cases in which such consent is required for such transfer or assignment. If such consent is not obtained, the Sellers shall cooperate in any reasonable and lawful arrangements designed to provide for the Buyer the benefits thereunder.
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract, or any Action or right with respect to any benefit arising thereunder or resulting therefrom, or any Permit, if an attempted transfer, sublease or assignment thereof, without the required consent of any other party thereto, would constitute a breach thereof or in any way affect the rights of the Buyer thereunder. To the extent not obtained on or prior to the Closing Date, the Seller and the Buyer shall use commercially reasonable best efforts to obtain the consent of any such third party to any of the foregoing to the transfer or assignment thereof to the Buyer in all cases in which such consent is required for such transfer or assignment. If such consent is not obtained, then the asset for which such consent could not be obtained shall be deemed to be an Excluded Asset hereunder, and the Parties shall cooperate in any arrangements necessary or desirable to provide for the Buyer the benefits thereunder, including enforcement by the Seller for the benefit of Buyer of any and all rights of the Seller thereunder against the other party thereto and the accrual to the Buyer of all economic rights thereunder.
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Anything contained in this Agreement to the contrary notwithstanding, this Agreement and the transactions contemplated hereby shall not constitute an agreement (whether by operation of Law or otherwise) or attempted agreement to transfer, sublease or assign any Contract, or any Proceeding or right with respect to any benefit or obligation arising thereunder or resulting therefrom, or any Permit, if an attempted transfer, sublease or assignment thereof, without the required consent of any other party thereto, would constitute a breach thereof or in any way adversely affect the rights or increase the obligations of Purchaser or Sellers thereunder and consent to transfer has not been obtained. The parties shall use reasonable commercial efforts to obtain the consent of any such third party to any of the foregoing to the transfer or assignment thereof to Purchaser in all cases in which such consent is required for such transfer or assignment; provided, however, the expenditure of out-of-pocket costs or other out-of-pocket economic concessions shall not be required by Sellers. If such consent is not timely obtained, the parties shall enter into such commercially reasonable cooperative arrangements (at no additional material costs to Sellers) to provide for Purchaser the benefits and obligations thereunder (at the ongoing expense of Purchaser, with such ongoing expense not to exceed the ongoing expense that would have been incurred under such consent, including maintaining any corporate "group" cost allocations in a manner consistent with past practice) and any and all rights of Sellers thereunder against the other party thereto. If any such arrangement is not commercially reasonably practicable, then such Contract, Proceeding or Permit, as the case may be, shall be deemed to be an Excluded Asset or an Excluded Liability, as the case may be.
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any contract, license, lease, sales order, purchase order or other agreement or any claim or right of any benefit arising thereunder or resulting therefrom or any permit or operating authority if an attempted transfer, sublease or assignment thereof, without the consent of any other party thereto, would constitute a breach thereof or in any way affect the rights of Purchaser thereunder. Seller and Purchaser shall use their respective best efforts, and shall cooperate with each other, to obtain the consent of such third party to any of the foregoing to the assignment or transfer thereof to Purchaser in all cases in which such consent is required for assignment or transfer. If such consent is not obtained, Seller shall cooperate with Purchaser in any arrangements necessary or desirable to provide for Purchaser the benefits thereunder, including without, limitation, enforcement for the benefit of Purchaser of any and all rights of Seller thereof against the other party thereto arising out of the cancellation by such other party or otherwise.
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Anything contained in this Agreement or in any transfer document to the contrary notwithstanding, this Agreement and the transfer documents to be delivered hereunder shall not constitute an agreement to assign any contract or any claim or any right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of Buyer thereunder, except for the HUD Mortgage. Buyer shall within fifteen (15) days of the execution of this Agreement advise Seller of those contracts which Buyer desires to assume. Seller shall reasonably assist in securing such assignments, but make no representation or warranty regarding such agreements or their assignment.
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement by any party hereto to assign any of its right, title or interest in or to any contract, license, lease, commitment, sales order, purchase order or other agreement or any claim or right of any benefit arising thereunder or resulting therefrom if the attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of any party hereto. Each party hereto shall use its reasonable efforts to obtain, and to cooperate with the other parties hereto in obtaining, any required third party consent to the assignment or transfer of any such right, title or interest as contemplated by this Agreement. If such consent is not obtained, the parties hereto shall cooperate in any reasonable arrangements designed to provide the intended transferee with the benefits thereunder, including enforcement for the benefit of such intended transferee of any and all rights of any other party hereto against such third party arising out of the cancellation by such third party or otherwise.
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or an attempted agreement to sell, transfer, sublease or assign any Assigned Contract (or any claim or right or any benefit arising thereunder or resulting therefrom) if the attempted transfer, sublease or assignment thereof, without the consent of any other party thereto, would constitute a breach thereof or in any way affect the rights of the Purchaser or any of the Asset Sellers thereunder. Each Asset Seller shall use its commercially reasonable efforts to obtain the consent of the other party to any Assigned Contract to the transfer, sublease or assignment thereof to the Purchaser in all cases in which such consent is required for the transfer, sublease or assignment of any such Assigned Contract, including any novation required to assign contracts with certain Governmental Entities. If any such consent is not obtained and the Closing occurs, each Asset Seller shall use its commercially reasonable efforts (which shall not require payment of amounts to any other party to an Assigned Contract) to provide for the Purchaser the benefits of such Assigned Contract, including (a) adherence to reasonable procedures established by the Purchaser for the immediate transfer to the Purchaser of any payments or other funds received by any Asset Seller thereunder and (b) enforcing at the expense of the Purchaser for the benefit of the Purchaser any and all rights of each Asset Seller
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any contract, license, real or personal property lease, sales order, purchase order or other agreement, or any Claim or right with respect to any benefit arising thereunder or resulting therefrom, or any Permit, if an attempted transfer, sublease or assignment thereof, without the required consent of any other party thereto, would constitute a breach thereof or in any way affect the rights of the Buyer or the Sellers thereunder. The parties shall use commercially reasonable efforts to obtain the consent of any such third party to any of the foregoing to the transfer or assignment thereof to the Buyer in all cases in which such consent is required for such transfer or assignment. If such consent is not obtained, the parties shall cooperate in any arrangements necessary or desirable to provide for the Buyer the benefits thereunder, including, without limitation, enforcement by the Sellers for the benefit of the Buyer of any and all rights of the Sellers thereunder against the other party thereto.
ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or an attempted agreement to sell, transfer, sublease or assign any Assigned Contract (or any claim or right of any benefit arising thereunder or resulting therefrom) if the attempted transfer, sublease or assignment thereof, without the consent of any other party thereto, would constitute a breach thereof or in any way affect the rights of the Purchaser or any Company thereunder. Each Company shall, and the Shareholders shall use their commercially reasonable efforts to cause each Company to, use its respective commercially reasonable efforts to obtain the consent of the other party to any Assigned Contract to the transfer, sublease or assignment thereof to the Purchaser in all cases in which such consent is required for the transfer, sublease or assignment of any such Assigned Contract. If any such consent is not obtained and the Closing occurs, each Company shall, and the Shareholders shall use their commercially reasonable efforts to cause each Company to, use its respective commercially reasonable efforts to provide for the Purchaser the benefits of such Assigned Contract, including (a) adherence to reasonable procedures established by the Purchaser for the immediate transfer to the Purchaser of any payments or other funds received by any Company thereunder and (b) enforcement for the benefit of the Purchaser of any and all rights of any Company thereunder against the other party or parties thereto arising out of the breach or cancellation thereof by such other party or parties or otherwise.
