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 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. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract, Contract or any Action claim of or right with respect to any benefit arising thereunder or resulting therefrom, therefrom or any Permit, Permit if an attempted transfer, sublease or assignment thereof, without the required consent of any other party thereto, would constitute a breach thereof thereof, is prohibited by law or would in any way affect the rights of the Buyer or the Seller thereunder. To The Seller and the extent not obtained on or Shareholders shall use their best efforts (and the Buyer shall assist the Seller and the Shareholders) both after and prior to the Closing Date, to obtain such consents to the Seller and assignment or transfer thereof to vest in the Buyer shall use commercially reasonable best efforts to obtain the consent of any such third party to any all of the foregoing to the transfer or assignment thereof to the Buyer Seller's right, title and interest in such Contracts, in all cases in which such consent is required for such transfer assignment or assignmenttransfer. 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, Seller and the Parties Shareholders shall cooperate with the Buyer in any arrangements necessary or desirable 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 including, without limitation, enforcement by the Seller 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 and arising out of the accrual to the Buyer of all economic rights thereundercancellation thereof by such other party or otherwise.

ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Notwithstanding anything Any other provision of this Agreement notwithstanding, but without prejudice to the conditions to Closing contained in this Agreement to the contrarySections 6 and 7 hereof, this Agreement and any xxxx of sale or instrument of assignment or transfer delivered hereunder shall not constitute an agreement assignment or attempted an agreement to transfer, sublease or assign any Contract, contract or any Action claim or any right with respect to any or benefit arising thereunder or resulting therefrom, or any Permit, therefrom if and for so long as (i) an attempted transfer, sublease or assignment thereof, without the required consent of any a party thereto other party theretothan Buyer, SOS or Complient, would constitute a breach thereof thereof, or give rise to a right of termination thereof, or in any way affect the rights of the 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. 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 In case 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 shall not be obtained shall be deemed with respect to the assignment of any contract, claim or right desired to be an Excluded Asset assigned to Buyer hereunder, SOS and the Parties Complient shall cooperate in all reasonable respects with Buyer in any arrangements necessary or desirable reasonable arrangement designed to provide for the Buyer the benefits thereunder, including enforcement by the Seller 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 of and at Buyer’s expense any and all rights of the Seller thereunder SOS or Complient against the other party thereto and the accrual thereto, but without prejudice to the any other remedies available to Buyer of all economic rights thereunderhereunder.

ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Notwithstanding anything contained Anything in this Agreement to the contraryor any document contemplated hereby or executed in furtherance hereof notwithstanding, neither this Agreement nor any such document shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contractright, title or interest in, to or under any contract, license, lease, commitment, sales order, purchase order, task order or other agreement or any Action claim or right with respect to any benefit arising thereunder or resulting therefrom, or any Permit, therefrom if an attempted transfer, sublease or assignment thereof, without the required consent of any other a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of the Seller or Buyer thereunder. To the extent not obtained on or prior to the Closing Date, the Seller and the Buyer Seller Shareholders shall use their commercially reasonable best efforts to obtain obtain, and Buyer agrees to cooperate with Seller and the Seller Shareholders in their efforts to obtain, the consent of any such third party to any of the foregoing to the assignment or transfer or assignment thereof to the Buyer in all cases in which such consent is required for assignment or transfer; provided, however, that Buyer's obligations under this Agreement shall not be conditioned upon the procurement of any such transfer third party consent or assignmentconsents. 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, Seller Shareholders and the Parties Buyer shall cooperate in any reasonable arrangements necessary or desirable designed to provide for the to Buyer the benefits thereunder, including including, without limitation, enforcement by the Seller for the benefit of Buyer of any and all rights of Seller against such third party arising out of the Seller thereunder against the other cancellation or termination by such third party thereto and the accrual to the Buyer of all economic rights thereunderor otherwise.

ASSIGNMENT OF CONTRACTS, RIGHTS, ETC. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, this Agreement shall not constitute an agreement to assign the right, title or attempted interest of Seller in, to or under any contract, license, lease, commitment, sales order, purchase order or other agreement to transfer, sublease or assign any Contract, or any Action claim or right with respect to of any benefit arising thereunder or resulting therefrom, or therefrom if any Permit, if an attempted transfer, sublease or assignment thereof, without the required consent of any other a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of the Buyer Seller thereunder. To the extent not obtained on or prior Seller shall, in good faith, attempt to obtain, and Buyer shall cooperate with Seller to obtain, any required third party consent 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 assignment or transfer or assignment thereof to the Buyer in all cases in which such consent is required for such transfer or assignmentBuyer. If such consent is not obtained, then with regard to any such contract, license, lease, commitment, sales order, purchase order or other agreement or any claim or right of any benefit arising thereunder or resulting therefrom ("Non-Assigned Contract"): (a) To the asset for which extent the provisions of the Back to Back Agreement (the "Back to Back Agreement") whereby Buyer assumes and agrees to perform Seller's obligations, liabilities and duties under the Assumed Contracts are applicable to such consent could Non-Assigned Contract, then such provisions shall control, and (b) To the extent the provisions of the Back to Back Agreement are not be obtained shall be deemed applicable to be an Excluded Asset hereundersuch Non-Assigned Contract, Seller and the Parties Buyer shall cooperate in any reasonable arrangements necessary or desirable designed to provide for the Buyer with the benefits thereunder, including enforcement by the Seller for the benefit of Buyer of any and all rights of Seller against such third party arising out of the cancellation by such third party or otherwise. (c) Notwithstanding the foregoing, the obligations of Seller thereunder against the other party thereto and the accrual under this Section 2.6 shall not include any obligation to make any payment or to incur any economic burden, except to the Buyer of all economic rights thereunderextent specified in the Back to Back Agreement.