Common use of Novation and Assignment Clause in Contracts

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to, and Seller Parent shall use commercially reasonable efforts to cause Angel to, use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Transferred Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Closing Date, provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consents, substitutions and amendments are requested.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (PMC Sierra Inc), Purchase and Sale Agreement (Avago Technologies LTD), Purchase and Sale Agreement (Avago Technologies LTD)

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Novation and Assignment. (a) Each Party of the Company and Purchaser shall, and shall cause their respective Subsidiaries to, and Seller Parent shall use commercially reasonable efforts to cause Angel to, use commercially reasonable efforts to obtain or to cause to be obtained any Consentconsent, substitution, substitution or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Transferred Assumed Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Asset Closing Date, provided, however, that neither no Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consentsconsents, substitutions and amendments are requested.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sungard Capital Corp Ii), Asset Purchase Agreement (GL Trade Overseas, Inc.)

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