Common use of Condition on Assignment or Assumption of Contracts and Rights Clause in Contracts

Condition on Assignment or Assumption of Contracts and Rights. (a) Except as otherwise set forth in this Section 2.4, anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any Material Contract, material Permit or, in each case, any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or assumption thereof, without the Consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Buyer by Seller or any of its Affiliates of any property or property rights or any Material Contract or material Permit that requires the Consent of any third party shall be made subject to such Consent being obtained. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Affiliate thereunder such that Buyer would not in fact receive all such rights, Seller will continue to use its reasonable best efforts to obtain the relevant Consent until such Consent is obtained or such Material Contract or material Permit expires or is terminated, and will either (at Buyer’s request) (i) cooperate with Buyer in any arrangement that does not constitute a breach of such Material Contract or material Permit, including an operating or other services agreement if reasonably required by Buyer, reasonably designed to provide for Buyer the benefits under any such Material Contract material Permit or rights including enforcement for the benefit of Buyer of any and all rights of Seller or its Affiliates against a third party or Governmental Body thereto arising out of the breach or cancellation by such third party or Governmental Body or otherwise or (ii) subject to the following, assign such Material Contract or material Permit to Buyer. (b) To the extent that Buyer elects clause (i) of paragraph (a), above, and does receive all of the benefits of any such Contract or rights pursuant to the preceding sentence, Buyer shall accept, and shall indemnify Seller from and against, the burdens (including the out-of-pocket costs and expenses incurred by Seller in performing such arrangement) and perform the obligations under such Contract as subcontractor of Seller to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Contract had been transferred to Buyer at the Closing. Seller shall and shall cause its Affiliates to exercise or exploit their respective rights and options under all such Contracts referred to in this Section 2.4 only as reasonably directed by Buyer. Furthermore, if the other party(ies) to such a Contract subsequently Consent to the assignment of such Contract to Buyer, Buyer shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Contract shall be deemed an Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. (c) To the extent Buyer elects clause (ii) of paragraph (a), above, Buyer shall indemnify Seller from and against any liability associated with such assignment.

Condition on Assignment or Assumption of Contracts and Rights. (a) Except as otherwise set forth in this Section 2.4, anything Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any Material Contract, material Permit or, in each case, Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or assumption thereof, without the Consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Buyer by Seller or any of its Affiliates of any property or property rights or any Material Contract or material Permit that requires the Consent of any third party shall be made subject to such Consent being obtained. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Affiliate thereunder such that Buyer would not in fact receive all such rights, Seller will continue to use its reasonable best efforts to obtain the relevant Consent until such Consent is obtained or such Material Contract or material Permit expires or is terminated, and will either (at Buyer’s request) (i) cooperate with Buyer in any arrangement that does not constitute a breach of such Material Contract or material PermitContract, including an operating or other services agreement if reasonably required by Buyer, reasonably designed to provide for Buyer the benefits under any such Material Contract material Permit or rights including enforcement for the benefit of Buyer of any and all rights of Seller or its Affiliates against a third party or Governmental Body thereto arising out of the breach or cancellation by such third party or Governmental Body or otherwise or (ii) subject to the following, assign such Material Contract or material Permit to Buyer. (b) otherwise. To the extent that Buyer elects clause (i) of paragraph (a), above, and does receive all of the benefits of any such Contract or rights pursuant to the preceding sentence, Buyer shall accept, and shall indemnify Seller from and against, the burdens (including the out-of-pocket costs and expenses incurred by Seller in performing such arrangement) and perform the obligations under such Contract as subcontractor of Seller to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Contract had been transferred to Buyer at the Closing. Seller shall and shall cause its Affiliates to exercise or exploit their respective rights and options under all such Contracts referred to in this Section 2.4 only as reasonably directed by Buyer. Furthermore, if the other party(ies) to such a Contract subsequently Consent to the assignment of such Contract to Buyer, Buyer shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Contract shall be deemed an Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. (c) To the extent Buyer elects clause (ii) of paragraph (a), above, Buyer shall indemnify Seller from and against any liability associated with such assignment.

Condition on Assignment or Assumption of Contracts and Rights. (a) Except as otherwise set forth in this Section 2.4, anything Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any Material Contract, material Permit or, in each case, Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or assumption thereof, without the Consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Buyer by Seller or any of its Affiliates of any property or property rights or any Material Contract or material Permit that requires the Consent of any third party shall be made subject to such Consent being obtained. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Affiliate thereunder such that Buyer would not in fact receive all such rights, Seller will continue to use its reasonable best efforts to obtain the relevant Consent until such Consent is obtained or such Material Contract or material Permit expires or is terminated, and will either (at Buyer’s request) (i) cooperate with Buyer in any arrangement that does not constitute a breach of such Material Contract or material Permitarrangement, including an operating or other services agreement if reasonably required by Buyer, reasonably designed to provide for Buyer Buyer, at Seller’s cost, the benefits under any such Material Contract material Permit or rights including including, without limitation, enforcement for the benefit of Buyer of any and all rights of Seller or its Affiliates against a third party or Governmental Body thereto arising out of the breach or cancellation by such third party or Governmental Body or otherwise or (ii) subject to the following, assign such Material Contract or material Permit to Buyer. (b) otherwise. To the extent that Buyer elects clause (i) of paragraph (a), above, and does receive all of the benefits of any such Contract or rights pursuant to the preceding sentence, such Contract shall be a Contract deemed to have been assigned or transferred to Buyer pursuant to Section 2.2(b)(i). Notwithstanding the foregoing, Seller shall accept, and shall indemnify Seller from and against, the burdens not be obligated (including the although Buyer is permitted at its expense) to provide any arrangement or effect any assignment pursuant to this Section 2.4 (i) that results in an out-of-pocket costs cost or expenditure by Seller, or exposure to or continuation of liability to Seller, resulting from such arrangements and expenses incurred assignments, that would be reasonably estimated to be in excess of $350,000, in the aggregate, except as otherwise expressly provided for by this Agreement, or (ii) where Seller in performing has continuing liability or exposure due to any third party’s failure to release Seller as a result of such arrangement) third party’s unwillingness to accept Buyer as assignee; provided, however, that if Buyer, at Buyer’s option, indemnifies Seller from such continuing liability or exposure on terms and perform the obligations under such Contract as subcontractor of conditions reasonably satisfactory to Seller, then Seller to the extent shall provide an arrangement or assignment of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Contract had been transferred to Buyer at the Closing. Seller shall and shall cause its Affiliates to exercise or exploit their respective rights and options under all such Contracts referred to in this Section 2.4 only as reasonably directed by Buyer. Furthermore, if the other party(ies) to such a Contract subsequently Consent to the assignment of such Contract to Buyer, Buyer shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Contract shall be deemed an Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. (c) To the extent Buyer elects clause (ii) of paragraph (a), above, Buyer shall indemnify Seller from and against any liability associated with such assignment.

Condition on Assignment or Assumption of Contracts and Rights. (a) Except as otherwise set forth in this Section 2.4, anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any Material Contract, material Permit or, in each case, any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or assumption thereof, without the Consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Buyer by Seller or any of its Affiliates of any property or property rights or any Material Contract or material Permit that requires the Consent of any third party shall be made subject to such Consent being obtained. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Affiliate thereunder such that Buyer would not in fact receive all such rights, Seller will continue to use its reasonable best efforts to obtain the relevant Consent until such Consent is obtained or such Material Contract or material Permit expires or is terminated, and will either (at Buyer’s request) (i) cooperate with Buyer in any arrangement that does not constitute a breach of such Material Contract or material Permit, including an operating or other services agreement if reasonably required by Buyer, reasonably designed to provide for Buyer the benefits under any such Material Contract material Permit or rights including enforcement for the benefit of Buyer of any and all rights of Seller or its Affiliates against a third party or Governmental Body thereto arising out of the breach or cancellation by such third party or Governmental Body or otherwise or (ii) subject to the following, assign such Material Contract or material Permit to Buyer. (b) To the extent that Buyer elects clause (i) of paragraph (a), above, and does receive all of the benefits of any such Contract or rights pursuant to the preceding sentence, Buyer shall accept, and shall indemnify Seller from and against, the burdens (including the out-out- of-pocket costs and expenses incurred by Seller in performing such arrangement) and perform the obligations under such Contract as subcontractor of Seller to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Contract had been transferred to Buyer at the Closing. Seller shall and shall cause its Affiliates to exercise or exploit their respective rights and options under all such Contracts referred to in this Section 2.4 only as reasonably directed by Buyer. Furthermore, if the other party(ies) to such a Contract subsequently Consent to the assignment of such Contract to Buyer, Buyer shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Contract shall be deemed an Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. (c) To the extent Buyer elects clause (ii) of paragraph (a), above, Buyer shall indemnify Seller from and against any liability associated with such assignment.

Condition on Assignment or Assumption of Contracts and Rights. (a) Except as otherwise set forth in this Section 2.4, anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any Material Contract, material Permit Permit, Right of Way or, in each any case, any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or assumption thereof, without the Consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Buyer by Seller or any of its Affiliates of any property or property rights or any Material Contract Contract, Permit or material Permit Right of Way that requires the Consent of any third party shall be made subject to such Consent being obtained. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Affiliate thereunder such that Buyer would not in fact receive all such rights, Seller will shall continue to use its commercially reasonable best efforts to obtain the relevant Consent until such Consent is obtained or such Material Contract or material Permit expires or is terminated, or Right of Way is replaced and will either (at Buyer’s request) (i) cooperate with Buyer in any arrangement that does not constitute a breach of such Material Contract Contract, Permit or material PermitRight of Way, including an operating or other services agreement if reasonably required by Buyer, reasonably designed to provide for Buyer the benefits under any such Material Contract material Contract, Permit or rights Rights of Way, including enforcement for the benefit of Buyer of any and all rights of Seller or its Affiliates against a third party or Governmental Body thereto arising out of the breach or cancellation by such third party or Governmental Body or otherwise otherwise, or (ii) subject to the followingSection 2.4(b), assign such Material Contract Contract, Right of Way or material Permit to Buyer. (b) To the extent that Buyer elects clause (i) of paragraph (aSection 2.4(a), above, and does receive all of the benefits of any such Contract Contract, Right of Way or rights pursuant to the preceding sentence, Buyer shall accept, and shall indemnify Seller from and against, the burdens (including the out-of-pocket costs and expenses incurred by Seller in performing such arrangement) and perform the obligations under such Contract as subcontractor of Seller to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Contract Contract, Permit or Right of Way had been transferred to Buyer at the Closing. Seller shall and shall cause its Affiliates to exercise or exploit their its respective rights and options under all such Contracts Contracts, Permits and Rights of Way referred to in this Section 2.4 only as reasonably directed by Buyer. Furthermore, if the other party(ies) to such a Contract Contract, Permit or Right of Way subsequently Consent to the assignment of such Contract Contract, Permit and Right of Way to Buyer, Buyer shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Contract shall be deemed an a Purchased Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. (c) . To the extent Buyer elects clause (ii) of paragraph (aSection 2.4(a), above, Buyer shall indemnify Seller from and against any liability associated with such assignment.

Condition on Assignment or Assumption of Contracts and Rights. (a) Except as otherwise set forth in this Section 2.4, anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any Material Contract, material Permit Permit, Right of Way or, in each any case, any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or assumption thereof, without the Consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Buyer by Seller or any of its Affiliates of any property or property rights or any Material Contract Contract, Permit or material Permit Right of Way that requires the Consent of any third party shall be made subject to such Consent being obtained. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Affiliate thereunder such that Buyer would not in fact receive all such rights, Seller will shall continue to use its commercially reasonable best efforts to obtain the relevant Consent until such Consent is obtained or such Material Contract or material Permit expires or is terminated, or Right of Way is replaced and will either (at Buyer’s request) (i) cooperate with Buyer in any arrangement that does not constitute a breach of such Material Contract Contract, Permit or material PermitRight of Way, including an operating or other services agreement if reasonably required by Buyer, reasonably designed to provide for Buyer the benefits under any such Material Contract material Contract, Permit or rights Rights of Way, including enforcement for the benefit of Buyer of any and all rights of Seller or its Affiliates against a third party or Governmental Body thereto arising out of the breach or cancellation by such third party or Governmental Body or otherwise otherwise, or (ii) subject to the followingSection 2.4(b), assign such Material Contract Contract, Right of Way or material Permit to Buyer. (b) To the extent that Buyer elects clause (i) of paragraph (aSection 2.4(a), above, and does receive all of the benefits of any such Contract Contract, Right of Way or rights pursuant to the preceding sentence, Buyer shall accept, and shall indemnify Seller from and against, the burdens (including the out-of-pocket costs and expenses incurred by Seller in performing such arrangement) and perform the obligations under such Contract as subcontractor of Seller to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Contract Contract, Permit or Right of Way had been transferred to Buyer at the Closing. Seller shall and shall cause its Affiliates to exercise or exploit their its respective rights and options under all such Contracts Contracts, Permits and Rights of Way referred to in this Section 2.4 only as reasonably directed by Buyer. Furthermore, if the other party(ies) to such a Contract Contract, Permit or Right of Way subsequently Consent to the assignment of such Contract Contract, Permit and Right of Way to Buyer, Buyer shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Contract shall be deemed an a Purchased Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. (c) . To the extent Buyer elects clause (ii) of paragraph (a), above, Buyer shall indemnify Seller from and against any liability associated with such assignment.of

Condition on Assignment or Assumption of Contracts and Rights. (a) Except as otherwise set forth in this Section 2.4, anything Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any Material Contract, material Permit or, in each case, Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or assumption thereof, without the Consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Buyer by Seller or any of its Affiliates of any property or property rights or any Material Contract or material Permit that which requires the Consent of any third party shall be made subject to such Consent being obtained. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller or its Affiliate thereunder such so that Buyer would not in fact receive all such rights, Seller will continue to use its reasonable best efforts to obtain the relevant Consent until such Consent is obtained or such Material Contract or material Permit expires or is terminated, and will either (at Buyer’s request) (i) cooperate with Buyer in any arrangement that does not constitute a breach of such Material Contract or material Permitarrangement, including an operating or other services agreement if reasonably required by Buyer, reasonably designed to provide for Buyer Buyer, at Seller's cost, the benefits under any such Material Contract material Permit or rights including including, without limitation, enforcement for the benefit of Buyer of any and all rights of Seller or its Affiliates against a third party or Governmental Body thereto arising out of the breach or cancellation by such third party or Governmental Body or otherwise or (ii) subject to the following, assign such Material Contract or material Permit to Buyer. (b) otherwise. To the extent that Buyer elects clause (i) of paragraph (a), above, and does receive all of the benefits of any such Contract or rights pursuant to the preceding sentence, such Contract shall be a Contract deemed to have been assigned or transferred to Buyer pursuant to Section 2.2(b)(i). Seller shall accept, and shall indemnify Seller from and against, the burdens not be obligated (including the although Buyer is permitted at its expense) to provide any arrangement or effect any assignment pursuant to this Section 2.4 which results in an out-of-pocket costs cost or expenditure by Seller, or exposure to or continuation of liability to Seller, resulting from such arrangements and expenses incurred assignments, that would be reasonably estimated to be in excess of $250,000, in the aggregate, except as otherwise expressly provided for by this Agreement, and (ii) where Seller in performing has continuing liability or exposure due to any third party's failure to release Seller as a result of such arrangement) third party's unwillingness to accept Buyer as assignee; provided, however, that if Buyer , at Buyer's option, indemnifies Seller from such continuing liability or exposure on terms and perform the obligations under such Contract as subcontractor of conditions reasonably satisfactory to Seller, then Seller to the extent shall provide an arrangement or assignment of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Contract had been transferred to Buyer at the Closing. Seller shall and shall cause its Affiliates to exercise or exploit their respective rights and options under all such Contracts referred to in this Section 2.4 only as reasonably directed by Buyer. Furthermore, if the other party(ies) to such a Contract subsequently Consent to the assignment of such Contract to Buyer, Buyer shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Contract shall be deemed an Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. (c) To the extent Buyer elects clause (ii) of paragraph (a), above, Buyer shall indemnify Seller from and against any liability associated with such assignment.