Assignment of Contracts, Rights, Etc. Notwithstanding anything contained in this Agreement or the xxxx of sale, this Agreement and the xxxx of sale 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. Seller Parties shall use commercially reasonable efforts to obtain the consent of the other party to any of the foregoing to the assignment thereof to Buyer in all cases in which such consent is required for assignment or transfer. If such consent is not obtained, Seller Parties agree to (a) cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits thereunder and (b) provide Buyer benefits reasonably equivalent to the benefits thereunder.
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 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 to the contrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract or any claim of or right to any benefit arising thereunder or resulting therefrom or any Permit if an attempted transfer, sublease or assignment thereof, without the consent of any other party thereto, would constitute a breach thereof, is prohibited by law or would in any way affect the rights of the Buyer or the Seller thereunder. The Seller and the Shareholders shall use their best efforts (and the Buyer shall assist the Seller and the Shareholders) both after and prior to the Closing to obtain such consents to the assignment or transfer thereof to vest in the Buyer all of the Seller's right, title and interest in such Contracts, in all cases in which such consent is required for assignment or transfer. If such consent is not obtained, the Seller and the Shareholders shall cooperate with the Buyer in any arrangements necessary or desirable, on commercially reasonable terms, to provide for the Buyer the benefits and to have the Buyer assume the burdens arising after the Closing thereunder, including, without limitation, enforcement for the benefit of the Buyer, and assumption by the Buyer of the costs of enforcing, any and all rights of the Seller thereunder against the other party thereto arising out of the cancellation thereof 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 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.
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 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. Any other provision of this Agreement notwithstanding, but without prejudice to the conditions to Closing contained in Sections 6 and 7 hereof, this Agreement and any xxxx of sale or instrument of assignment or transfer delivered hereunder shall not constitute an assignment or an agreement to assign any contract or any claim or any right or benefit arising thereunder or resulting therefrom if and for so long as (i) an attempted assignment thereof, without the consent of a party thereto other than Buyer, SOS or Complient, would constitute a breach thereof, or give rise to a right of termination thereof, or in any way affect the rights of Buyer thereunder, and (ii) such consent has not been obtained; provided, however, that the assignment of such contract, claim or right to Buyer hereunder shall automatically be deemed to occur upon the obtaining of such consent. In case any such consent shall not be obtained with respect to the assignment of any contract, claim or right desired to be assigned to Buyer hereunder, SOS and Complient shall cooperate in all reasonable respects with Buyer in any reasonable arrangement designed to provide for Buyer the benefits thereunder, including but not limited to having Buyer act as agent for SOS or Complient thereunder and having SOS or Complient enforce for the benefit of Buyer and at Buyer’s expense any and all rights of SOS or Complient against the other party thereto, but without prejudice to any other remedies available to Buyer hereunder.
Assignment of Contracts, Rights, Etc. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign the right, title or interest of Company or its Affiliates in, to or under 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 any 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 Company or its Affiliates, unless and until such consent has been obtained. Company shall use its reasonable best efforts to obtain, and Purchaser agrees to cooperate with Company in its efforts to obtain, any required third party consent to the assignment or transfer thereof to Purchaser. If such consent is not obtained, Company and Purchaser shall cooperate in any reasonable arrangements designed to provide Purchaser with the benefits thereunder, including enforcement for the benefit of Purchaser of any and all rights of Company or any of its Affiliates against such third party arising out of the cancellation by such third party or otherwise. Notwithstanding the foregoing, the obligations of Company or any of its Affiliates under this Section 4.09 shall not include any obligation to make any material payment or to incur any material economic burden.
