Assignment of Rights and Obligations to Buyer Subsidiaries Clause Samples

Assignment of Rights and Obligations to Buyer Subsidiaries. Notwithstanding any contrary provisions contained herein, the parties hereto agree that, prior to the Closing Date, Buyer, in its sole discretion, may assign any or all of its rights and obligations with respect to the Transferred Assets and the Assumed Liabilities to one or more Buyer Subsidiaries, provided that no such assignment shall relieve Buyer of any obligation or liability to Seller hereunder, and provided further that the following shall apply: (a) Buyer will provide HEALTHSOUTH and Seller with prompt written notice of any such assignment. (b) No such assignment shall be effected if the making of the assignment will result in Seller's inability to obtain any Consent reasonably needed to consummate the Transactions or to avoid any economic detriment to HEALTHSOUTH or Seller arising from the consummation of the Transactions. (c) Each such Buyer Subsidiary that is an assignee of Buyer shall irrevocably appoint Buyer as its sole and exclusive representative and agent authorized to act for and to receive notices and payments on behalf of the Buyer Subsidiaries in all matters arising from or related to this Agreement and the Transactions. (d) As a condition to HEALTHSOUTH's and Seller's agreement to such assignments, Buyer hereby agrees that Buyer will at all times be the ultimate parent entity of the consolidated group of companies of which Buyer is a group member or that, in the event of any reorganization involving Buyer and its subsidiaries, the ultimate parent entity of the consolidated group of companies emerging from such reorganization that includes Buyer and its successors and assigns shall, prior to any such reorganization, execute such documents as are reasonably necessary to confirm the assumption by such ultimate parent entity of Buyer's obligations to HEALTHSOUTH and Seller hereunder. (e) Buyer shall remain jointly and severally liable to HEALTHSOUTH, Seller and the Subsidiaries (other than the Transferred Subsidiaries) and to third parties with respect to any Assumed Liabilities transferred to a Buyer Subsidiary, and, without limiting the generality of the foregoing, hereby absolutely and unconditionally guarantees the full, prompt and faithful performance by each Buyer Subsidiary of all covenants and obligations to be performed by such Buyer Subsidiary under this Agreement and any Related Agreement which are assigned to such Buyer Subsidiary, including but not limited to, the payment of all sums stipulated to be paid by such Buyer Subsi...