Common use of Assignment of Contracts, Rights, Etc Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Hickok Inc)

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Assignment of Contracts, Rights, Etc. Notwithstanding anything Anything contained in this Agreement or to the xxxx of salecontrary notwithstanding, this Agreement and the xxxx of sale shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract Contract, or right with respect to any claim or any right or benefit arising thereunder or resulting therefrom therefrom, or any permit, if an attempted transfer, sublease or assignment thereof, without the required consent of a third any other party thereto, would constitute a breach thereof or in any way adversely affect the rights of the Buyer thereunder. Seller Parties The Sellers shall use commercially reasonable efforts to obtain the consent of the other 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 assignment such transfer or transferassignment. If such consent is not obtained, Seller Parties agree to (a) the Sellers shall cooperate with Buyer in any reasonable arrangement and lawful arrangements designed to provide for the Buyer the benefits thereunder and (b) provide Buyer benefits reasonably equivalent to the benefits thereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Opko Health, Inc.)

Assignment of Contracts, Rights, Etc. Notwithstanding anything Anything contained in this Agreement or to the xxxx of salecontrary notwithstanding, this Agreement and the xxxx of sale shall not constitute an agreement or attempted agreement to assign any Contract contract, license or other agreement, or any claim claim, or right with respect to any right or benefit arising thereunder or resulting therefrom therefrom, or any Permit, if an attempted transfer, or assignment thereof, without the required consent of a third any other party thereto, would constitute a breach thereof or in any way affect the rights of the Buyer or the Seller thereunder. Seller Parties The parties shall use commercially reasonable efforts to obtain the consent of the other any 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 assignment such transfer or transferassignment. If such any consent required in connection with the transactions contemplated hereby is not obtained, Seller Parties agree to (a) the parties shall cooperate with Buyer in any reasonable arrangement designed arrangements necessary or desirable to provide for the Buyer the benefits thereunder, including, without limitation, enforcement by the Seller for the benefit of the Buyer of any and all rights of the Seller thereunder and (b) provide Buyer benefits reasonably equivalent to against the benefits thereunderother party thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Information Holdings Inc)

Assignment of Contracts, Rights, Etc. Notwithstanding anything Anything contained in this Agreement or to the xxxx of salecontrary notwithstanding, this Agreement and the xxxx of sale shall not constitute an agreement to assign any Contract contract, license, lease, commitment, sales order, purchase order, or any claim or any right or of benefit arising thereunder or resulting therefrom therefrom, if an attempted assignment thereof, without the consent of a third party thereto, thereto (which third party is not a party to this Agreement) would constitute a breach thereof or in any way affect the rights of Buyer thereunder. In such event, Seller Parties and Stockholders shall use commercially reasonable their best efforts to obtain the consent of the other third 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 and Stockholders agree to (a) cooperate with Buyer in any reasonable arrangement arrangements designed to provide for and assure to Buyer the benefits thereunder thereunder, including enforcement for the benefit of Buyer of any and (b) provide Buyer benefits reasonably equivalent to all rights of Seller against the benefits thereunderthird party arising out of the cancellation undertaken or attempted by such third party or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regency Health Services Inc)

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Assignment of Contracts, Rights, Etc. Notwithstanding anything Anything contained in this Agreement or to the xxxx of salecontrary notwithstanding, this Agreement and the xxxx of sale shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract contract, license, real or personal property lease, or other agreement, or any claim or any right or benefit arising thereunder or resulting therefrom Permit, if an attempted transfer, sublease or assignment thereof, without the required consent of a third any other party thereto, would constitute a breach thereof or in any way affect the rights of Buyer Purchaser or Seller thereunder. Seller Parties The parties shall use commercially reasonable efforts to obtain the consent of the other any such third party to any of the foregoing to the transfer or assignment thereof to Buyer Purchaser in all cases in which such consent is required for assignment such transfer or transferassignment. If such consent is not obtained, Seller Parties agree to (a) the parties shall cooperate with Buyer in any reasonable arrangement designed arrangements necessary or desirable to provide for Buyer the benefits thereunder and (b) provide Buyer benefits reasonably equivalent to Purchaser the benefits thereunder, including, without limitation, enforcement by Seller for the benefit of Purchaser of any and all rights of Seller thereunder against the other party thereto.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wam Net Inc)

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