Examples of Assigned Contracts in a sentence
FURTHER, Seller hereby assigns all of Seller’s right, title and interest in the contracts and agreements set forth on Schedule 1(e) of the Asset Purchase Agreement (such contracts and agreements the “Assigned Contracts”) and Buyer hereby accepts the assignment of the Assigned Contracts and agrees to undertake all the duties, obligations and liabilities of Seller under the Assigned Contracts to the extent accruing from and after the date hereof.
Except as set forth in Section 2.10 of the Disclosure Schedules, the Sellers have complied in all material respects with the terms and conditions of the Assigned Contracts applicable to Arcadia or Wellness, and to Seller’s knowledge, as of the date hereof, there is not any material violation, breach or event of default by Seller or any other parties to the Assigned Contracts.
The Sellers and Buyer shall use commercially reasonable efforts for a period of ninety (90) days following the Closing, and shall cooperate with each other, to obtain any required consent, waiver or approval of the other parties to any Assigned Contracts or any Claim or right or any benefit arising thereunder for the assignment thereof as Buyer may request (in each case, at Buyer’s cost).
The Assigned Contracts are valid as of the date hereof and are in full force and effect and are enforceable against each party thereto in accordance with the express terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws affecting or relating to the enforcement of creditors’ rights generally from time to time in effect, and to general principles of equity.
Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any rights under the Assigned Contracts or any Claim or right or any benefit arising or resulting from the Assigned Contracts if an attempted assignment or transfer thereof, without the consent or authorization of a third party thereto, would constitute a breach or other contravention thereof or a violation of Law.