Assignment of Purchased Contracts Sample Clauses

Assignment of Purchased Contracts. To the extent that any Purchased Contract for which assignment to Buyer as provided herein is not permitted without the consent of another party or the confidentiality provisions of which prohibit the Company’s disclosure of the contract or its terms, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment, attempted assignment or disclosure would constitute a breach thereof. The Company and Buyer agree to use commercially reasonable efforts (provided that such efforts shall not require additional cost or expense (other than incidental costs or expenses)) to obtain the consent of such other party to the assignment or disclosure of any such Purchased Contract to Buyer in all cases in which such consent is or may be required for such assignment or disclosure. Until such consent is obtained or if it is not obtained, the Company shall cooperate with Buyer in any reasonable arrangement (such as by agency or sublicense) designed to provide Buyer with the economic benefits under such relevant contract; provided that to the extent that Buyer requires the Company to undertake any services or take any action in furtherance of the performance of such Purchased Contract, any such services or actions shall be the subject of a separate agreement that the parties shall, in good faith, negotiate as promptly as possible and that shall be mutually acceptable to the parties. The Purchase Price hereunder shall not be reduced by reason of the inability to transfer (by assignment, subcontract or otherwise) to Buyer any such Purchased Contract on or after the Closing Date. Each party shall be responsible for all of its internal costs and expenses incurred by it in connection with the actions required by it under this subsection.
Sample 1
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Assignment of Purchased Contracts. (a) Nothing contained in this Agreement shall be construed as an attempt to agree to assign any Purchased Contract which is non-assignable without the consent of any other party thereto, unless such consent shall have been given. Sellers and Purchaser acknowledge and agree that the assignment of certain of the Purchased Contracts will require the consent of the customer party thereto. With respect to such Purchased Contracts, each Seller shall use its commercially reasonable efforts to obtain such consents after the Closing and each Seller shall take all such commercially reasonable action as shall be necessary or proper (i) in order to enable Purchaser to realize the full value of every such Purchased Contract and to preserve for the benefit of Purchaser the rights and obligations of Sellers under such Purchased Contract, and (ii) to facilitate the collection of the monies due and payable, or to become due and payable, to Sellers pursuant to every such Purchased Contract, and Sellers shall remit such monies to Purchaser within five business days of collection. Purchaser, at its expense, shall perform all of Sellers' obligations due to be performed under any such non-assigned Purchased Contract to the extent (i) Purchaser can perform such obligations without violating the terms of such non-
Sample 1
Assignment of Purchased Contracts. The Sellers do hereby transfer, assign and deliver to the Buyer, subject to Section 6.8 of the Purchase Agreement, all right, title and interest in and to the Purchased Contracts, and the Buyer does hereby accept, subject to Section 6.8 of the Purchase Agreement, the assignment of the Purchased Contracts.
Sample 1
Assignment of Purchased Contracts. Subject to the terms, covenants, conditions and provisions of the Contracts and this Assignment, effective as of the Closing, Assignor hereby transfers, conveys and assigns over to Assignee all of Assignor’s rights, title and interest in, and to claims under, the Purchased Contracts.
Sample 1

Related to Assignment of Purchased Contracts

  • Purchased Contracts The obligation of CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the following conditions:

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Leases and Contracts Schedule 8(f) is a list of all Leases and Contracts relating to the Facility to which Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

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