Common use of Assumption of Contracts Clause in Contracts

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, Purchasers’ rights under Contracts of the Liquid Finishing Business, including the Scheduled Contracts, the Acquired ITW Ancillary Agreements and any Acquired Contracts assumed hereunder, are assumed subject to the rights of third parties to the extent such third parties have contractual rights that require prior approval or consent in connection with the transfer or assignment of the Contracts pursuant to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract objects to the transfer of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect to the transfer or assignability of any such contract). Upon request, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contract. To the extent that any such requested consents and waivers are not obtained, (i) until the impediments to any such assignment are resolved, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to (a) provide to Purchasers the benefits of any such contract, (b) hold all monies and other consideration received by Sellers thereunder on and after the Closing Date in trust for the account of Purchasers, (c) remit such money or other consideration to Purchasers reasonably promptly and (d) enforce, at the request of and for the account of Purchasers, at Purchasers’ sole expense, any rights of Sellers arising from any such contract against any third Person. From and after the Closing Date, Sellers authorize Purchasers to receive all the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m) shall not limit, modify or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands under this Agreement.

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, Purchasers’ rights under Contracts of the Liquid Finishing Business, Business including the Scheduled Contracts, the Acquired ITW Ancillary Agreements Contracts and any Acquired Contracts assumed hereunder, hereunder are assumed subject to the rights of third parties to the extent such third parties have contractual rights that require prior approval or consent in connection with the transfer or assignment of the Contracts pursuant to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract objects to the transfer of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands Sellers make no representation or warranty with respect to the transfer or assignability of any such contract). Upon request, Graco shall, and Sellers shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contract. To the extent that any such requested consents and waivers are not obtained, (i) until the impediments to any such assignment are resolved, Graco shall, and Sellers shall cause Sellers to, use commercially reasonable efforts to (a) provide to Purchasers the benefits of any such contract, (b) hold all monies and other consideration received by Sellers thereunder on and after the Closing Date in trust for the account of Purchasers, (c) remit such money or other consideration to Purchasers reasonably promptly and (d) enforce, at the request of and for the account of Purchasers, at Purchasers’ sole expense, any rights of Sellers arising from any such contract against any third Person. From and after the Closing Date, Sellers authorize Purchasers to receive all the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m6.1(n) shall not limit, modify or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands Sellers under this Agreement.

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, PurchasersBuyer’s and Buyer Designees’ rights under Assigned Contracts of the Liquid Finishing Business, including the Scheduled Contracts, the Acquired ITW Ancillary Agreements and any Acquired Contracts Business upon being assumed hereunder, hereunder are assumed subject to the rights of third parties to the extent such third parties have contractual rights that require prior approval or consent in connection with the transfer or assignment of the Assigned Contracts pursuant to the terms of any such ContractsContract. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract an Assigned Contract objects to the such transfer of an Acquired Contract as a breach of such Contractany agreement therewith, then as of the Closing, this Agreement, to the extent permitted by Applicable Law Laws and such said Assigned Contract, shall constitute full and equitable assignment by Sellers Seller or its applicable Affiliate to Purchasers Buyer or the applicable Buyer Designee of all of SellersSeller’s or its Affiliates’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect to the transfer or assignability of any such contract)Contract. Upon request, Graco shall, and Seller shall cause Sellers to, use commercially reasonable efforts to assist Purchasers Buyer or the applicable Buyer Designee in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contractContract. To the extent that any such requested consents and waivers are not obtained, (i) obtained until the impediments to any such assignment are resolved, Graco Seller shall, and shall cause Sellers its Affiliates to, use commercially reasonable commercial efforts to (a) provide to Purchasers Buyer the benefits of any such contractContract, (b) hold all monies and other consideration received by Sellers Seller thereunder on and after the Closing Date in trust for the account of PurchasersBuyer or the applicable Buyer Designee, (c) remit such money or other consideration to Purchasers Buyer or the applicable Buyer Designee reasonably promptly and (d) enforce, at the request of and for the account of PurchasersBuyer or the applicable Buyer Designee, at Purchasers’ Buyer’s sole expense, any rights of Sellers Seller arising from any such contract against any third Person. From and after the Closing Date, Sellers authorize Purchasers Seller authorizes Buyer or the applicable Buyer Designee to receive all the benefits of Sellers Seller under any such contractsContracts for the period commencing on the Closing Date, and appoint Purchasers their appoints Buyer or the applicable Buyer Designee its attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m) shall not limit, modify or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands under this Agreement.

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, Purchasers’ rights under Contracts of the Liquid Finishing Business, including the Scheduled Contracts, the Acquired ITW Ancillary Agreements and any Acquired Contracts assumed hereunder, are assumed The sale or exchange contemplated hereunder shall be made subject to any and all existing operating agreements, unit agreements, unit orders, transportation agreements, gas balancing agreements, and gas processing or handling agreements, as well as any and all other agreements, permits, franchises, leases, licenses, easements and rights-of-way including without limitation, overage/shortage agreements and exchange agreements to which the rights of third parties to PROPERTY is subject. To the extent such third parties agreements may be assigned and delegated, and provided that Closing is completed hereunder, SELLER shall be deemed to have contractual assigned and delegated, and does hereby assign and delegate, such agreements and SELLER's rights that require prior approval or consent under the confidentiality agreements executed with other potential bidders in connection with the transfer or assignment of Bid Solicitation Package for the Contracts pursuant PROPERTY to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing DatePURCHASER, and thereafter if any other party PURCHASER shall assume and be responsible for and does hereby assume and agree to a contract objects to the transfer be responsible for all obligations of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and SELLER accruing under such assumed contracts (provided, however, that, agreements except as otherwise expressly set forth those obligations specifically retained by SELLER in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect subsection 11(c) of this AGREEMENT. PURCHASER agrees to the transfer or assignability of seek any such contract). Upon request, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining necessary consents or approvals from third parties as may be necessary to complete any for the assignment and transfer of such agreements from SELLER to PURCHASER. SELLER shall assist PURCHASER in obtaining all such consents and approvals. If such agreements may not be assigned or delegated, SELLER may, at its sole discretion, perform such agreements on behalf of PURCHASER and PURCHASER shall promptly, upon notice, reimburse SELLER for its respective costs, expenses and obligations incurred in performing such agreements; provided that if any such contract. To agreements are terminable, PURCHASER shall have the extent that any right to require SELLER to terminate such requested consents agreements and waivers are not obtained, (i) until the impediments to any such assignment are resolved, Graco shall, PURCHASER shall be responsible for and shall cause Sellers to, use commercially reasonable efforts to (a) provide to Purchasers the benefits of any such contract, (b) hold all monies and other consideration received by Sellers thereunder on and after the Closing Date in trust for the account of Purchasers, (c) remit such money or other consideration to Purchasers reasonably promptly and (d) enforce, at the request of and for the account of Purchasers, at Purchasers’ sole expense, any rights of Sellers arising from any such contract indemnify SELLER against any third Person. From and after the Closing Dateassociated termination fees, Sellers authorize Purchasers to receive all the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m) shall not limit, modify costs or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands under this Agreementliabilities.