Common use of Consents to Assignment Clause in Contracts

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 shall affect Buyer's ’s right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer Newco thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer Newco would not receive all such rights, Seller will cooperate with BuyerNewco, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer Newco the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Buyer Newco of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the transfer contribution to Newco of any Contributed Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Facility Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer the benefits under any such Contract, Facility Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any ContractAssumed Contract (including without limitation the City of Riverside Documents), Lease or Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer the benefits under any such Assumed Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 7.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 Section 10.1 in the event that any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Anything in this Agreement or any Ancillary Agreement to the contrary notwithstanding, neither this Agreement nor any Ancillary Agreement shall not constitute an agreement to assign any ContractContract of any Asset Seller, Lease or Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default breach thereof or in any way adversely affect the respective rights of the Buyer or any Seller thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that the Buyer would not receive all such rights, Seller the Sellers will cooperate with the Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to the Buyer the benefits under any such Contract, Lease, Permit or any claim or right, Contract including without limitation enforcement for the benefit of the Buyer of any and all rights of Seller the Sellers against a third party thereto arising out of the Default breach or cancellation by such third party or otherwise. Nothing in this Section 9.2 ; and any transfer or assignment to the Buyer of any property or property rights or any Contract of any Asset Seller which shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in require the event that any consent or approval to the transfer of any Asset is not third party shall be made subject to such consent or approval being obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 8.2 shall affect Buyer's ’s right to terminate this Agreement under Sections 8.2 7.2 and 11.1 10.1 in the event that any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Permit included in of the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunderAcquisition Sub thereunder or thereto. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer Acquisition Sub would not receive all such rights, Seller the IVonyx Parties will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) use their best efforts to provide to Buyer Acquisition Sub the benefits under any of such ContractAssets, Leaseincluding, Permit or any claim or rightwithout limitation, including without limitation enforcement for the benefit of Buyer Acquisition Sub of any and all rights of Seller the IVonyx Parties against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 7.2 shall ----------- affect BuyerAcquisition Sub's right to terminate this Agreement under Sections 8.2 and 11.1 Section 12.1 in ------------ the event that any consent or approval to the transfer of any Asset of the Assets is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer at the Buyer's sole cost and expense the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. In addition, Seller agrees to cancel 62 any life or other insurance policy used in connection with Seller Employee Programs as directed by Nextera at or after the Closing. Nothing in this Section 9.2 10.1 shall affect Buyer's right to terminate this Agreement under Sections 8.2 9.2 and 11.1 13.1 in the event that any consent or approval to the transfer of any Asset set forth on Schedule 7.1 is not obtained. Anything in this Agreement to the contrary notwithstanding Seller shall have no liability whatsoever for failure to assign any such Contract or Lease or obtain consent to transfer same.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) all reasonable respects, but at Buyer's sole cost and (b) expense, to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would result in a breach of, constitute (with or without due notice or lapse of time or both) a Default thereof default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including including, without limitation limitation, enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default breach, default, acceleration, termination or cancellation by such third party or otherwise. Nothing in this Section 9.2 shall affect any of Buyer's right rights to terminate this Agreement under Sections 8.2 and pursuant to Section 11.1 in the event that any consent or approval to the transfer of any Asset is not obtainedhereof.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including including, without limitation limitation, enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 9.1 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 indemnification in the event that any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contractof the Contracts, Lease Personal Property Leases or Permit included in the Assets Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof thereunder or in any way adversely affect the rights of Buyer thereunderAcquiror thereunder or thereto. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer Acquiror would not receive all such rights, Seller each Party will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) use its respective commercially reasonable efforts to provide to Buyer Acquiror the benefits under any and relieve Seller of the burdens of such Contract, LeaseLease or Permit, Permit or any claim or rightincluding, including without limitation limitation, enforcement for the benefit of Buyer Acquiror of any and all rights of the Seller Parties (and the extinguishment of the burdens of Seller) against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 7.1 shall affect BuyerAcquiror's right to terminate this Agreement under Sections 8.2 and Section 11.1 in the event that any required consent or approval to the transfer of any Asset of the Assets set forth on Schedule 9.2 is not obtained.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 9.1 shall affect Buyer's right to terminate this Agreement under Sections 8.2 8.3 and 11.1 12.1 in the event that any consent or approval to the transfer of any Purchased Asset is not obtained.

Consents to Assignment. Anything in this Agreement to the ---------------------- contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Lease, Permit included in the Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 9.1 shall affect Buyer's right to terminate this Agreement under Sections Section 8.2 and 11.1 in the event that any consent or approval to the transfer of any Purchased Asset is not obtained.

Consents to Assignment. Anything in this Agreement or any Ancillary Agreement to the contrary notwithstanding, neither this Agreement nor any Ancillary Agreement shall not constitute an agreement to assign any Contract, Lease or Permit included in the Assets license, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default breach thereof or in any way adversely affect the respective rights of Buyer Buyers or any Seller thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer Buyers would not receive all such rights, each Seller will cooperate with BuyerBuyers, in accordance with Sections 6.1(a) and (b) all reasonable respects, to provide to Buyer Buyers the benefits under any such claim, Contract, Leaselicense, Permit sales order or any claim or rightpurchase order, including including, without limitation limitation, enforcement for the benefit of Buyer Buyers of any and all rights of each Seller against a third party thereto arising out of the Default breach or cancellation by such third party or otherwise. Nothing in this Section 9.2 ; and any transfer or assignment to Buyers of any property or property rights or any Contract or agreement which shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in require the event that any consent or approval to the transfer of any Asset is not third party shall be made subject to such consent or approval being obtained.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease or Permit included in the Assets license, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default breach thereof or in any way adversely affect the respective rights of Buyer or Seller thereunder. If such consent is not obtainedobtained prior to the Effective Time, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in accordance with Sections 6.1(a) and (b) take all reasonable steps to provide to Buyer the benefits under any such claim, Contract, Leaselicense, Permit sales order or any claim or rightpurchase order, including without limitation limitation, enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default breach or cancellation by such third party or otherwise. Nothing in this Section 9.2 ; and any transfer or assignment to Buyer of any property or property rights or any Contract or agreement which shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in require the event that any consent or approval to the transfer of any Asset is not third party shall be made subject to such consent or approval being obtained.