Common use of Consented Assignment Clause in Contracts

Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, right, contract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of another party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect Seller's rights thereunder so that Buyer would not in fact receive all such rights, Seller shall cooperate in any reasonable arrangement designed to provide for Buyer during the Contract Period (as defined below) the benefit under any such claims, rights, contracts, licenses, leases, commitments, sales orders or purchase orders, including, without limitation, enforcement, at no out-of- pocket cost to Seller, of any and all rights of Seller against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise. To the extent that any claim, right, contract, license, lease, commitment, sales order or purchase order to be assigned to or acquired by Buyer pursuant to this Agreement also applies to facilities or operations other than those being sold pursuant hereto, then Seller also agrees that during the Contract Period, upon the written request of Buyer, it will use its reasonable best efforts to cause the services, property or other benefits provided or made available under such claim, right, contract, license, lease, commitment, sales order or purchase order to continue to be available to Buyer on terms and conditions substantially similar to those presently in effect. The term "CONTRACT PERIOD" shall mean with respect to any contract or other right the period beginning on the Closing Date and ending on the earlier of (a) the expiration of the term of the given contract or other right and (b) the third anniversary of the Closing Date.

Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, right, contract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of another party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect Seller's or SCH's rights thereunder so that Buyer would not in fact receive all such rights, Seller shall cooperate in any reasonable arrangement designed to provide for Buyer during the Contract Period (as defined below) the benefit under any such claims, rights, contracts, licenses, leases, commitments, sales orders or purchase orders, including, without limitation, enforcement, at no out-of- of-pocket cost to Seller, of any and all rights of Seller against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise. To the extent that any claim, right, contract, license, lease, commitment, sales order or purchase order to be assigned to or acquired by Buyer pursuant to this Agreement also applies to facilities or operations other than those being sold pursuant hereto, then Seller also agrees that during the Contract Period, upon the written request of Buyer, it will use its reasonable best efforts to cause the services, property or other benefits provided or made available under such claim, right, contract, license, lease, commitment, sales order or purchase order to continue to be available to Buyer on terms and conditions substantially similar to those presently in effect. The term "CONTRACT PERIOD" shall mean with respect to any contract or other right the period beginning on the Closing Date and ending on the earlier of (a) the expiration of the term of the given contract or other right and (b) the third anniversary of the Closing Date.

Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, right, contract, license, lease, commitment, sales order order, or purchase order if an attempted assignment thereof without the consent of another the other party thereto would constitute a breach thereof or in any material way affect the rights of a Seller thereunder, unless such consent is obtained. If such consent is not obtainedAt a Buyer's reasonable request, or if an attempted assignment would be ineffective or would materially affect each Seller and at a Seller's rights thereunder so that Buyer would not in fact receive all such rightsreasonable request, Seller each Buyer, respectively, shall use its commercially reasonable efforts to obtain any third party consents to the transactions contemplated by this Agreement from parties with which each, respectively, has a contractual relationship and shall cooperate with each Seller (in any reasonable arrangement designed to provide for Buyer during the Contract Period (as defined below) the benefit under any such claims, rights, contracts, licenses, leases, commitments, sales orders or purchase orders, including, without limitation, enforcement, at no out-of- pocket cost to Seller, case of any and all rights of Seller against the other party or parties thereto arising out Sellers and the Buyers) and with each Buyer (in the case of the breach Sellers and the other Buyers) in their respective efforts to obtain such third party consents. If any requisite waiver, consent or cancellation by such other party or otherwise. To amendment to the extent that assignment of any claim, right, contract, license, leaselease (other than the Leases), commitment, sales order order, or purchase order (collectively the "NON-ASSIGNED CONTRACTS") has not been obtained on or prior to the Closing, such Non-Assigned Contract shall be assigned held by the applicable Seller in trust for the applicable Buyer and the covenants and obligations thereunder shall (subject to or acquired by Buyer pursuant to this Agreement also applies to facilities or operations other than those being sold pursuant hereto, then Seller also agrees that during the Contract Period, upon the written request of Buyer, it will use its reasonable best efforts to cause the services, property or other benefits provided or made available under such claim, right, contract, license, lease, commitment, sales order or purchase order to continue to be available to Buyer on terms and conditions substantially similar of the Assignment and Assumption Agreements) be performed by the applicable Buyer in each case, in the name of the applicable Seller, and all benefits and obligations existing thereunder shall be for the account of such Buyer; provided, however, that each Seller shall perform all covenants and obligations under its Non-Assigned Contracts that the applicable Buyer is prohibited from performing under applicable Law. Upon the required waivers, consents or amendments being obtained, the applicable Seller shall assign such Non-Assigned Contract to those presently the applicable Buyer. Until such Non-Assigned Contract is assigned as set forth above, (i) the applicable Seller shall take or cause to be taken such actions in effect. The term "CONTRACT PERIOD" its name or otherwise as the applicable Buyer may reasonably require so as to provide such Buyer with the benefits of any such Non-Assigned Contracts and to enable such Buyer to exercise all of such Seller's rights in respect of such Non-Assigned Contracts, (ii) the applicable Buyer shall mean be entitled to take or cause to be taken, in such Seller's name, such action as such Buyer may desire with respect to the Non-Assigned Contract, and (iii) any contract or other right the period beginning on obligations of such Seller arising from and after the Closing Date under such Non-Assigned Contract shall be Assumed Liabilities for the purposes of this Agreement. The applicable Seller shall cause all money received or paid under such Non-Assigned Contracts to be received and ending held in trust for the applicable Buyer, and promptly paid over to such Buyer. The applicable Buyer shall promptly reimburse the applicable Seller for all money paid by such Seller on behalf of such Buyer after the earlier Closing pursuant to and as required by any such Non-Assigned Contracts or the payment of which pursuant to such Non-Assigned Contract was requested by such Buyer. Upon the Closing, each Seller authorizes the applicable Buyer, to the extent permitted by applicable Law, at such Buyer's expense, (ax) the expiration to perform all of the term of the given contract or other right its obligations under such Non-Assigned Contracts and (by) in such Seller's name, to amend, modify or waive (or cause such Seller to amend, modify or waive) any Non-Assigned Contract in such manner as such Buyer may desire. Each Seller shall provide to the third anniversary applicable Buyer such powers of attorney as such Buyer may reasonably request in order to enable such Buyer to effectuate the Closing Dateforegoing; it being agreed that any obligations of such Seller under such Non-Assigned Contract created by such amendment, modification or waiver shall be Assumed Liabilities for the purposes of this Agreement.

Consented Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, right, contract, license, lease, commitment, sales order or purchase order if an attempted assignment thereof without the consent of another party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect Seller's or BCG's rights thereunder so that Buyer would not in fact receive all such rights, Seller shall cooperate in any reasonable arrangement designed to provide for Buyer during the Contract Period (as defined below) the benefit under any such claims, rights, contracts, licenses, leases, commitments, sales orders or purchase orders, including, without limitation, enforcement, at no out-of- of-pocket cost to Seller, of any and all rights of Seller against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise. To the extent that any claim, right, contract, license, lease, commitment, sales order or purchase order to be assigned to or acquired by Buyer pursuant to this Agreement also applies to facilities or operations other than those being sold pursuant hereto, then Seller also agrees that during the Contract Period, upon the written request of Buyer, it will use its reasonable best efforts to cause the services, property or other benefits provided or made available under such claim, right, contract, license, lease, commitment, sales order or purchase order to continue to be available to Buyer on terms and conditions substantially similar to those presently in effect. The term "CONTRACT PERIOD" shall mean with respect to any contract or other right the period beginning on the Closing Date and ending on the earlier of (a) the expiration of the term of the given contract or other right and (b) the third anniversary of the Closing Date.