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 the other party thereto would constitute a breach thereof or in any material way affect the rights of Sellers thereunder, unless such consent is obtained. Each of the Sellers and Buyer, respectively, shall use its 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. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of Sellers so that Buyer would not in fact receive all such rights, Sellers and Buyer shall cooperate in good faith in any reasonable arrangement designed to provide for Buyer the benefits under any such claim, right, contract, license, lease, commitment, sales order, or purchase order, including, without limitation, enforcement of any and all rights of Sellers against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Psychiatric Solutions Inc), Asset Purchase Agreement (Psychiatric Solutions Inc)

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Consented Assignment. Anything contained herein or -------------------- therein to the contrary notwithstanding, as between the Purchaser and third parties, this Agreement and the Assignment and Undertakings shall not constitute an assignment or 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 the other another party thereto would constitute a breach thereof or in any material way affect the rights of the Sellers thereunder, unless such consent is obtained. Each of ; provided that, as between the Sellers Purchaser and Buyerthe -------- Sellers, respectively, such assignments or agreements shall use its reasonable efforts to obtain any third party consents to the transactions contemplated by this Agreement from parties with which each, respectively, has a contractual relationshipbe valid and binding. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the Sellers' rights thereunder of Sellers so that Buyer the Purchaser would not in fact receive all such rights, Sellers and Buyer the Seller shall cooperate in good faith in any reasonable arrangement designed to provide for Buyer the Purchaser the benefits under any such claim, right, contract, license, lease, commitment, sales order, order or purchase order, including, without limitation, enforcement of any and all rights of Sellers the Seller against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Community Psychiatric Centers /Nv/)

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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 the other party thereto would constitute a breach thereof or in any material way affect the rights of Sellers Seller thereunder, unless such consent is obtained. Each of the Sellers Seller and Buyer, respectively, shall use its 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. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of Sellers Seller so that Buyer would not in fact receive all such rights, Sellers Seller and Buyer shall cooperate in good faith in any reasonable arrangement designed to provide for Buyer the benefits under any such claim, right, contract, license, lease, commitment, sales order, or purchase order, including, without limitation, enforcement of any and all rights of Sellers Seller against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Psychiatric Solutions Inc)

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