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

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 attempted agreement to transfer, sublease or assign any Contract contract, license, real or personal property lease, sales order, purchase order or other agreement, or any claim of Claim 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, is prohibited by law thereof or would in any way affect the rights of the Buyer or the Seller Sellers thereunder. The Seller and the Shareholders parties shall use their best commercially reasonable efforts (and to obtain the consent of any such third party to any of the foregoing to the transfer or assignment thereof to 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 such transfer or transferassignment. If such consent is not obtained, the Seller and the Shareholders parties shall cooperate with the Buyer in any arrangements necessary or desirable, on commercially reasonable terms, desirable to provide for the Buyer the benefits and to have the Buyer assume the burdens arising after the Closing thereunder, including, without limitation, enforcement by the Sellers for the benefit of the Buyer, and assumption by the Buyer of the costs of enforcing, any and all rights of the Seller Sellers thereunder against the other party thereto arising out of the cancellation thereof by such other party or otherwisethereto.

Assignment of Contracts, Rights, Etc. Anything Notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract Contract, or any claim of Action 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, is prohibited by law thereof or would in any way affect the rights of the Buyer thereunder. To the extent not obtained on or prior to the Closing Date, the Seller thereunder. The Seller and the Shareholders shall use their best efforts (and the Buyer shall assist use commercially reasonable best efforts to obtain the Seller and consent of any such third party to any of the Shareholders) both after and prior foregoing to the Closing to obtain such consents transfer or assignment thereof 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 such transfer or transferassignment. If such consent is not obtained, then the Seller asset for which such consent could not be obtained shall be deemed to be an Excluded Asset hereunder, and the Shareholders Parties shall cooperate with the Buyer in any arrangements necessary or desirable, on commercially reasonable terms, desirable to provide for the Buyer the benefits and to have the Buyer assume the burdens arising after the Closing thereunder, including, without limitation, including 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 arising out and the accrual to the Buyer of the cancellation thereof by such other party or otherwiseall economic rights thereunder.

Assignment of Contracts, Rights, Etc. Anything contained in this Agreement to the contrary or 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 Contract right, title or interest in, to or under any contract, license, lease, commitment, sales order, purchase order, task order or other agreement 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 a third party thereto, would constitute a breach thereof, is prohibited by law thereof or would in any way adversely affect the rights of the Seller or Buyer or the Seller thereunder. The Seller and the Seller Shareholders shall use their best commercially reasonable efforts (to obtain, and the Buyer shall assist the agrees to cooperate with Seller and the Shareholders) both after and prior Seller Shareholders in their efforts to obtain, the Closing to obtain consent of such consents third party 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; provided, however, that Buyer's obligations under this Agreement shall not be conditioned upon the procurement of any such third party consent or consents. If such consent is not obtained, the Seller Shareholders and the Shareholders Buyer shall cooperate with the Buyer in any reasonable arrangements necessary or desirable, on commercially reasonable terms, designed to provide for the to 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 such third party thereto arising out of the cancellation thereof or termination by such other third party or otherwise.