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

Condition on Assignment or Assumption of Contracts and Rights. Any transfer or assignment to Buyer by a Seller of any property or property rights or any Contract 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 a Seller thereunder so that Buyer would not in fact receive all such rights, such Seller will cooperate with Buyer in any arrangement reasonably designed to provide for Buyer, at Buyer's cost (to the extent commercially reasonable), the benefits under any such Contract including, enforcement for the benefit of Buyer of any and all rights of such Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. To the extent that Buyer does receive the benefits of any such Contract pursuant to the preceding sentence, such Contract shall be a Contract deemed to have been assigned or transferred to Buyer pursuant to Section 2.3. Notwithstanding the foregoing, the provision under this Section 2.5 of benefits of any Contract identified with an asterisk on Schedule 5.3 shall not satisfy the condition required by Section 7.2 (d) for the receipt of a Consent with respect thereto, unless such condition is expressly waived by Buyer.

Condition on Assignment or Assumption of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any 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 a Seller of any property or property rights or any Contract 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 a Seller thereunder so that Buyer would not in fact receive all such rights, such Seller will cooperate with Buyer in any arrangement reasonably designed to provide for Buyer, at Buyer's cost (to the extent commercially reasonable)cost, the benefits under any such Contract including, without limitation, enforcement for the benefit of Buyer of any and all rights of such Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. otherwise To the extent that Buyer does receive the benefits of any such Contract pursuant to the preceding sentence, such Contract shall be a Contract deemed to have been assigned or transferred to Buyer pursuant to Section 2.3. Notwithstanding the foregoing, the provision under this Section 2.5 of benefits of any Contract identified with an asterisk on Schedule 5.3 shall not satisfy the condition required by Section 7.2 (d) for the receipt of a Consent with respect thereto, unless such condition is expressly waived by Buyer2.2(c)(ii).

Condition on Assignment or Assumption of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any 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 a Seller of any property or property rights or any Contract 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 a Seller thereunder so that Buyer would not in fact receive all such rights, such Seller will will, at its expense, cooperate with Buyer in any arrangement reasonably designed to provide for Buyer, at Buyer's cost (to the extent commercially reasonable)cost, the benefits under any such Contract including, without limitation, enforcement for the benefit of Buyer of any and all rights of such Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. otherwise To the extent that Buyer does receive the benefits of any such Contract pursuant to the preceding sentence, such Contract shall be a Contract deemed to have been assigned or transferred to Buyer pursuant to Section 2.3. Notwithstanding the foregoing, the provision under this Section 2.5 of benefits of any Contract identified with an asterisk on Schedule 5.3 shall not satisfy the condition required by Section 7.2 (d) for the receipt of a Consent with respect thereto, unless such condition is expressly waived by Buyer2.2(b)(ii).

Condition on Assignment or Assumption of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any 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 a Seller of any property or property rights or any Contract 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 a Seller thereunder so that Buyer would not in fact receive all such rights, such Seller will will, at its expense, cooperate with Buyer in any arrangement reasonably designed to provide for Buyer, at Buyer's cost (to the extent commercially reasonable)cost, the benefits under any such Contract including, without limitation, enforcement for the benefit of Buyer of any and all rights of such Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. otherwise To the extent that Buyer does receive the benefits of any such Contract pursuant to the preceding sentence, such Contract shall be a Contract deemed to have been assigned or transferred to Buyer pursuant to Section 2.3. Notwithstanding the foregoing, the provision under this Section 2.5 of benefits of any Contract identified with an asterisk on Schedule 5.3 shall not satisfy the condition required by Section 7.2 (d) for the receipt of a Consent with respect thereto, unless such condition is expressly waived by Buyer2.2(a)(ii).

Condition on Assignment or Assumption of Contracts and Rights. Any Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or assume any 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 a Seller of any property or property rights or any Contract 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 a Seller thereunder so that Buyer would not in fact receive all such rights, such Seller will will, at its expense, cooperate with Buyer in any arrangement reasonably designed to provide for Buyer, at Buyer's cost (to the extent commercially reasonable)cost, the benefits under any such Contract including, without limitation, enforcement for the benefit of Buyer of any and all rights of such Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. To otherwise to the extent that Buyer does receive the benefits of any such Contract pursuant to the preceding sentence, such Contract shall be a Contract deemed to have been assigned or transferred to Buyer pursuant to Section 2.3. Notwithstanding the foregoing, the provision under this Section 2.5 of benefits of any Contract identified with an asterisk on Schedule 5.3 shall not satisfy the condition required by Section 7.2 (d) for the receipt of a Consent with respect thereto, unless such condition is expressly waived by Buyer2.2(b)(ii).