Common use of Condition to Transfer of Contracts Clause in Contracts

Condition to Transfer of Contracts. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that at the Closing, Seller is not assigning to Buyer any Assumed Contract, Assumed Lease or other right which by its terms requires the consent of any other party unless such consent has been obtained prior to the Closing (each an “Unassigned Contract”). With respect to each such Unassigned Contract or right, after the Closing, Seller shall continue as the prime contracting party and Seller shall use its commercially reasonable best efforts to obtain the consent of all required parties to the assignment of such Unassigned Contract or right; provided, however, that Buyer shall be entitled to the net benefits of such Unassigned Contract or right accruing after the Closing to the extent that Seller may provide Buyer with such benefits without violating the terms of such Unassigned Contract or right or, if the provision of such benefits to Buyer shall violate the terms of such Unassigned Contract or right, Seller shall otherwise compensate Buyer for the reasonable value, if any, of such benefits. Buyer shall reimburse Seller for Seller’s expenses incurred in performing any Unassigned Contract to the extent such expenses are incurred after the Closing Date.

Condition to Transfer of Contracts. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that at the Closing, Seller is Sellers are not assigning to Buyer any Assumed Contract, Assumed Lease or other right which by its terms requires the consent of any other party unless such consent has been obtained prior to the Closing (each an “Unassigned Contract”). With respect to each such Unassigned Contract or right, after the Closing, Seller the applicable Seller(s) shall continue as the prime contracting party and Seller the Sellers shall use its their commercially reasonable best efforts to obtain the consent of all required parties to the assignment of such Unassigned Contract or right; provided, however, that Buyer shall be entitled to the net benefits of such Unassigned Contract or right accruing after the Closing to the extent that Seller Sellers may provide Buyer with such benefits without violating the terms of such Unassigned Contract or right or, if the provision of such benefits to Buyer shall violate the terms of such Unassigned Contract or right, Seller Sellers shall otherwise compensate Buyer for the reasonable value, if any, of such benefits. Buyer shall reimburse Seller the Sellers for Seller’s Sellers’ expenses incurred in performing any Unassigned Contract to the extent such expenses are incurred after the Closing Date.

Condition to Transfer of Contracts. (a) Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that at the Closing, Closing (i) no Asset Seller is not assigning to Buyer any Assumed Contract, Assumed Lease Purchaser any Contract or other right which that by its terms requires the consent of any other party unless such consent has been obtained prior to the Closing and (each an “Unassigned Contract”)ii) no Asset Seller is assigning to any Purchaser any Contract or other right in any jurisdiction where such Purchaser is not qualified under applicable Law to own or perform such Contract or right. With respect to each such Unassigned unassigned Contract or right, after the Closing, the applicable Asset Seller shall shall, if requested by the applicable Purchaser, continue as the prime contracting party and Seller shall use its commercially reasonable best efforts (without being required to make any payment or incur any economic obligation or liability in connection therewith) to obtain the consent of all required parties to the assignment of such Unassigned Contract or right; provided, however, that Buyer but such Purchaser shall be entitled to the net benefits of such Unassigned Contract or right accruing after the Closing to the extent that such Asset Seller is entitled to such benefits and may provide Buyer the Purchaser with such benefits without violating the terms of such Unassigned Contract or right or, if the provision of such benefits to Buyer shall violate the terms of such Unassigned Contract or right, Seller shall otherwise compensate Buyer for provided, that the reasonable valueapplicable Purchaser agrees to perform and assume, if anyat its sole expense, all of the obligations of such benefits. Buyer shall reimburse Asset Seller for Seller’s expenses incurred in performing any Unassigned to be performed under such Contract to or right the extent such expenses are incurred benefits of which the applicable Purchaser is receiving after the Closing Date.