Common use of Novation and Assignment of Contracts Clause in Contracts

Novation and Assignment of Contracts. (i) Buyer and Seller will cooperate in seeking the transfer (by novation or assignment) of all Business Contracts from Seller to Buyer, effective as of or as soon as practicable after the Closing Date. For each Business Contract, Seller and Buyer will use reasonable best efforts to obtain the consent and approval of the other party or parties to that Business Contract to novate Seller's obligations and rights to Buyer, so that Buyer is substituted for Seller under the Business Contract and Seller is relieved of all further liabilities and rights. Failing approval for novation, Seller and Buyer shall use reasonable best efforts to obtain all required consents and approvals for assignment of the Business Contract from Seller to Buyer; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent, novation or assignment which Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Contract. Nothing in this Agreement shall be deemed to constitute an assignment or novation of any Business Contract if the attempted assignment or novation thereof without consent of the other party thereto would constitute a breach thereof, would be ineffective with respect to any party to an agreement concerning such asset, or affect the rights of Seller thereunder.

Novation and Assignment of Contracts. (i) Buyer and Seller will cooperate in seeking shall seek the transfer (by novation or assignment) of all Business Assumed Contracts from Seller to BuyerPurchaser, effective as of or as soon as reasonably practicable after the Closing Date. For each Business Assumed Contract, where consent of the other party or parties is required for assignment, Seller and Buyer will shall use commercially reasonable best efforts to obtain the consent and approval of the other party or parties to that Business Assumed Contract to novate Seller's ’s obligations and rights to BuyerPurchaser, so that Buyer Purchaser is substituted for Seller under the Business Assumed Contract and Seller is relieved of all further liabilities Liabilities and rights. Failing approval for novation, Seller and Buyer shall use commercially reasonable best efforts to obtain all required consents and approvals for assignment of the Business Assumed Contract from Seller to Buyer; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent, novation or assignment which Seller is not otherwise required to pay or incur in accordance with the terms of the applicable ContractPurchaser. Nothing in this Agreement shall be deemed to (x) require Seller to seek a novation or consent for assignment of a Contract which does not require such consent, or (y) constitute an assignment or novation of any Business Assumed Contract if the attempted assignment or novation thereof without consent of the other party thereto would constitute a breach thereof, thereof or would be ineffective with respect to any party to an agreement concerning such asset, or affect the rights of Seller thereunderAssumed Contract.

Novation and Assignment of Contracts. (i) Buyer and Seller will cooperate in seeking shall seek the transfer (by novation or assignment) of all Business Assumed Contracts from Seller to BuyerPurchaser, effective as of or as soon as practicable after the Closing Date. For each Business Assumed Contract, where consent of the other party or parties is required for assignment, Seller and Buyer will shall use reasonable best efforts to obtain the consent and approval of the other party or parties to that Business Assumed Contract to novate Seller's ’s obligations and rights to BuyerPurchaser, so that Buyer Purchaser is substituted for Seller under the Business Assumed Contract and Seller is relieved of all further liabilities Liabilities and rights. Failing approval for novation, Seller and Buyer shall use reasonable best efforts to obtain all required consents and approvals for assignment of the Business Assumed Contract from Seller to Buyer; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent, novation or assignment which Seller is not otherwise required to pay or incur in accordance with the terms of the applicable ContractPurchaser. Nothing in this Agreement shall be deemed to (x) require Seller to seek a novation or consent for assignment of a Contract which does not require such consent, or (y) constitute an assignment or novation of any Business Assumed Contract if the attempted assignment or novation thereof without consent of the other party thereto would constitute a breach thereof, thereof or would be ineffective with respect to any party to an agreement concerning such asset, or affect the rights of Seller thereunderAssumed Contract.

Novation and Assignment of Contracts. (i) Buyer and Seller will cooperate in seeking shall seek the transfer (by novation or assignment) of all Business Assumed Contracts from Seller to Buyer, effective as of or as soon as practicable after the Closing Date. For each Business ContractAssumed Contract where consent of the other party is required for assignment, Seller and Buyer will shall use reasonable best efforts to obtain the consent and approval of the other party or parties to that Business Assumed Contract to novate Seller's ’s obligations and rights to Buyer, so that Buyer is substituted for Seller under the Business Assumed Contract and Seller is relieved of all further liabilities Liabilities and rights. Failing approval for novation, Seller and Buyer shall use reasonable best efforts to obtain all required consents and approvals for assignment of the Business Assumed Contract from Seller to Buyer; provided, however, that Seller shall not be required to pay or incur any cost or expense to obtain any third party consent, novation or assignment which Seller is not otherwise required to pay or incur in accordance with the terms of the applicable Contract. Nothing in this Agreement shall be deemed to (x) require Seller to seek a novation or consent for assignment of a Contract where such assignment does not require consent, or (y) constitute an assignment or novation of any Business Assumed Contract if the attempted assignment or novation thereof without consent of the other party thereto would constitute a breach thereof, thereof or would be ineffective with respect to any party to an agreement concerning such asset, or affect the rights of Seller thereunderAssumed Contract.