Common use of Consents to Assign Clause in Contracts

Consents to Assign. To the extent that any Contract is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any Assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to the Buyer of the Contracts, this Agreement and any Assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to the Buyer of all of Seller's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, the Buyer shall be deemed to be the Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Seller Contracts. Seller shall use its reasonable efforts to provide the Buyer with the benefits of such Contracts (including, without limitation, permitting the Buyer to enforce any rights of Seller arising under such Contracts), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts.

Consents to Assign. To the extent that any Contract is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any Assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. thereof In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to the Buyer of the Contracts, this Agreement and any Assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to the Buyer of all of Seller's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, the Buyer shall be deemed to be the Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Seller Contracts. Seller shall use its reasonable efforts to provide the Buyer with the benefits of such Contracts (including, without limitation, permitting the Buyer to enforce any rights of Seller arising under such Contracts), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts.

Consents to Assign. To the extent that any Contract is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or of sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any Assignment assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to the Buyer of the Contracts, this Agreement and any Assignment assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller Sellers to the Buyer of all of Seller's Sellers' rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, the Buyer shall be deemed to be the Seller's Sellers' agent for the purpose of completing, fulfilling and discharging all of Seller's Sellers' rights and liabilities arising after the Closing Date under such Seller Contracts. Seller For the purposes hereof, such contracts shall be deemed to be "Assumed Obligations". Sellers shall use its reasonable efforts to provide the Buyer with the benefits of such Contracts (including, without limitation, permitting the Buyer to enforce any rights of Seller Sellers arising under such Contracts), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller Sellers under such Contracts.

Consents to Assign. To the extent that any Contract set forth in Section 7.3 of the Disclosure Schedule is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any Assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at at, or prior to the Closing Date to the transfer and assignment to the Buyer of the Contracts, this Agreement and any Assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to the Buyer of all of Seller's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, the Buyer shall be deemed to be the Seller's agent Agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Seller Contracts. Seller shall use its reasonable efforts to provide the Buyer with the benefits of such Contracts (including, without limitation, permitting the Buyer to enforce any rights of Seller arising under such Contracts), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts.