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

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Medical Technology Systems Inc /De/), Asset Purchase Agreement (Medical Technology Systems Inc /De/)

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Assignment of Contracts, Rights, Etc. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement will shall not constitute an agreement to assign any contract 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 Purchaser thereunder. Seller, Shareholder and MTS Seller shall use their best commercially reasonable efforts to obtain the consent of the other party to any of the foregoing Contracts and leases listed on Schedule 5.3.2 to the assignment thereof to Buyer Purchaser in all cases that in which such consent is required for assignment or transfer. If such consent is not obtained, Seller, Shareholder Seller (and MTS agree its successors in interest) agrees to cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits and the obligations thereunder, including, but not limited to, having (a) Buyer Purchaser act as an agent for Seller, and (b) Seller enforce for the benefit of Buyer Purchaser any and all rights of Seller against the other party thereto arising out of the cancellation by such other party or otherwise.

Appears in 1 contract

Samples: Acquisition Agreement (Reliance Steel & Aluminum Co)

Assignment of Contracts, Rights, Etc. Notwithstanding anything contained in this Agreement to or the contrarybill of sale, this Agreement will and the bill of sale shall not constitute an agreement to assign any contract 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, Shareholder and MTS Seller Parties shall use their best 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 that in which such consent is required for assignment or transfer. If such consent is not obtained, Seller, Shareholder and MTS Seller Parties agree to (a) 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, thereunder and (b) Seller enforce for provide Buyer benefits reasonably equivalent to 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 otherwisebenefits thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Assignment of Contracts, Rights, Etc. Notwithstanding anything contained in any other provision of this Agreement to the contraryor of any xxxx of sale or other assignment instrument delivered hereunder, this Agreement will and any such xxxx of sale or assignment instrument shall not constitute an agreement to assign any contract 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, Shareholder Seller and MTS Shareholders shall use their respective best efforts to obtain the consent of the other party to any of the foregoing such Contract to the assignment thereof of such Contract to Buyer in all cases that in which such consent is required for assignment or transfer. If such consent is not obtained, Seller, Shareholder Seller and MTS Shareholders agree to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits thereunder, including, including but not limited to, to having (a) Buyer act as an agent for Seller, Seller and (b) having 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 otherwisethereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chart Industries Inc)

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