Assignment of Contracts Clause Samples
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Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted.
(b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.
Assignment of Contracts. Two (2) Assignment of Contracts executed in counterpart by Purchaser.
Assignment of Contracts. An Assignment and Assumption of Service Contracts, Guaranties and Warranties and Other Intangible Property in the form of Exhibit D attached hereto.
Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).
Assignment of Contracts. (a) In the event that, prior to the Closing, Seller has not obtained Consent to assign to Purchaser any Transferred Contract for which Consent to assignment is required then:
(i) Seller shall obtain Consent to assign each such Transferred Contract to Purchaser as soon as practicable and in any event within 60 days of Closing; and
(ii) Until such time as Seller obtains such Consent, Seller hereby appoints and authorizes Purchaser to fulfill Seller’s obligations arising under each such Transferred Contract and to collect any consideration, property or services to which Seller is entitled under such Transferred Contract. If and to the extent Seller receives any such consideration, property or services under such Transferred Contract, Seller shall receive for the benefit of, and promptly pay or deliver to, Purchaser such consideration, property or services. The relationship under this Section 2.10(a)(ii) is that of independent contractors, and nothing in this Section 2.10(a)(ii) will be construed to create a relationship of agency or partnership between Seller and Purchaser or to create any obligation to, or provide any benefit for, any other person.
(b) For a period of not more than 60 days following the Closing, Seller hereby appoints and authorizes Purchaser to utilize Seller’s merchant account with ▇▇▇▇▇ Fargo Merchant Services LLC for purposes of collecting payment from customers of the Business post-Closing, to fulfill Seller’s obligations arising under such merchant account solely with respect to the performance of the matters contemplated by this Section 2.10(b), and to collect any consideration, property or services to which Seller is entitled under such merchant account. If and to the extent Seller receives any such consideration, property or services under such merchant account, Seller shall receive for the benefit of, and promptly pay or deliver to, Purchaser such consideration, property or services (net of any refunds, returns and chargebacks, as applicable). The relationship under this Section 2.10(b) is that of independent contractors, and nothing in this Section 2.10(b) will be construed to create a relationship of agency or partnership between Seller and Purchaser or to create any obligation to, or provide any benefit for, any other person.
Assignment of Contracts. As additional security for the Obligations, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, all of Borrower’s right, title and interest, but not its liability, in, under, and to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon the written instruction of the Majority Lenders, shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each Lender harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLI...
Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”).
Assignment of Contracts. Effective as of the Closing, Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s right, title and interest, in, to and under the contracts and agreements listed or described on Exhibit “A,” attached hereto and incorporated herein by reference (the “Assumed Contracts”).
Assignment of Contracts. On or before the Effective Date, Seller shall have delivered to Buyer all of the Contracts presently in force and shall have effected a valid assignment of all of Seller's rights and obligations thereunder.
Assignment of Contracts. Two (2) originals of an assignment of the Approved Contracts, duly executed and acknowledged by Seller and to the extent required under the terms of any Approved Contract, consented to by the other party to such Contract in the form of Exhibit G attached hereto (the “Assignment of Contracts”).