Common use of Further Consents to Assignment Clause in Contracts

Further Consents to Assignment. To the extent that the assignment of any of the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure to have obtained such consent prior to the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (a) this Agreement shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent would constitute a breach of such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Asset, and (b) Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent of any expenses incurred by Sellers pursuant to such agreement) in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment of any Assumed Contract cannot be made, in lieu of such assignment, (i) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned to Purchaser.

Further Consents to Assignment. To With respect to those consents or approvals (or effective waivers thereof) to or of assignment and all novations which are not obtained on or prior to Closing and which are waived by the extent that applicable Party as a closing condition: (a) the assignment of any of Parties will make all reasonable efforts to obtain such consent, approval (or an effective waiver thereof) or novation; (b) if the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure Parties are unable to have obtained obtain such consent prior or approval, or an effective waiver thereof, or novation, then, with respect to the contract, lease, license, permit, approval or other item of which such consent or approval of or to the effective assignment or the novation is requested by Purchaser at or after the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (ai) this Agreement shall not constitute or be deemed to be a contract an assignment or an agreement to assign the same such item if an attempted assignment without such consent consent, approval or novation, or an effective waiver thereof, would constitute a breach of or default under such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Assetitem, and (bii) Seller will provide or cause to be provided to Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent benefit of any expenses incurred by Sellers Seller's rights under or pursuant to such agreementitem, including enforcement (at Purchaser's sole cost and expense) in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment of any Assumed Contract cannot and all rights of Seller, as the case may be, against any other Person (including any Governmental Authority) as Purchaser may request; provided, however, that Seller and Purchaser shall share equally the expense of any amounts or consideration paid to any other Person up to a combined limit of One Hundred Thousand Dollars ($100,000), and neither Seller nor Purchaser shall be madeobligated to incur any additional cost or expense unless expressly agreed to in writing, such agreement to be in lieu each Party's sole discretion; and (c) neither Party will be obligated to pay consideration (other than costs of providing the benefit of such assignment, (iitem as described in Section 7.02(b)) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned obtain any consent or approval, or an effective waiver thereof, or novation, unless otherwise agreed by the Parties in writing, each in its reasonable discretion. The Parties will cooperate in obtaining any required consent or approval, or an effective waiver thereof, or novation, pursuant to Purchaseran economic arrangement satisfactory to the Parties.

Further Consents to Assignment. To With respect to those consents or approvals (or effective waivers thereof) to or of assignment and all novations which are not obtained on or prior to Closing and which are waived by the extent that applicable Party as a closing condition: (a) the assignment of any of Parties will make all reasonable efforts to obtain such consent, approval (or an effective waiver thereof) or novation; (b) if the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure Parties are unable to have obtained obtain such consent prior or approval, or an effective waiver thereof, or novation, then, with respect to the contract, lease, license, permit, approval or other item of which such consent or approval of or to the effective assignment or the novation is requested by Purchaser at or after the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (ai) this Agreement shall not constitute or be deemed to be a contract an assignment or an agreement to assign the same such item if an attempted assignment without such consent consent, approval or novation, or an effective waiver thereof, would constitute a breach of or default under such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Assetitem, and (bii) Seller will provide or cause to be provided to Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent benefit of any expenses incurred by Sellers Seller’s rights under or pursuant to such agreementitem, including enforcement (at Purchaser’s sole cost and expense) in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment of any Assumed Contract cannot and all rights of Seller, as the case may be, against any other Person (including any Governmental Authority) as Purchaser may request; provided, however, that Seller and Purchaser shall share equally the expense of any amounts or consideration paid to any other Person up to a combined limit of One Hundred Thousand Dollars ($100,000), and neither Seller nor Purchaser shall be madeobligated to incur any additional cost or expense unless expressly agreed to in writing, such agreement to be in lieu each Party’s sole discretion; and (c) neither Party will be obligated to pay consideration (other than costs of providing the benefit of such assignment, (iitem as described in Section 7.02(b)) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned obtain any consent or approval, or an effective waiver thereof, or novation, unless otherwise agreed by the Parties in writing, each in its reasonable discretion. The Parties will cooperate in obtaining any required consent or approval, or an effective waiver thereof, or novation, pursuant to Purchaseran economic arrangement satisfactory to the Parties.

Further Consents to Assignment. To With respect to those consents or approvals (or effective waivers thereof) to or of assignment and all novations which are not obtained on or prior to Closing: (a) the extent that Parties will make all reasonable efforts to obtain such consent, approval (or an effective waiver thereof) or novation; (b) if the assignment of any of the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure Parties are unable to have obtained obtain such consent prior or approval, or an effective waiver thereof, or novation, then, with respect to the contract, lease, license, permit, approval or other item of which such consent or approval of or to the effective assignment or the novation is requested by Purchaser at or after the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (ai) this Agreement shall not constitute or be deemed to be a contract an assignment or an agreement to assign the same such item if an attempted assignment without such consent consent, approval or novation, or an effective waiver thereof, would constitute a breach of or default under such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Assetitem, and (bii) Seller will provide or cause to be provided to Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent benefit of any expenses incurred by Sellers Seller's rights under or pursuant to such agreementitem, including enforcement (at Purchaser's sole cost and expense) in of any reasonable arrangement designed and all rights of Seller, as the case may be, against any other Person (including any Governmental Authority) as Purchaser may request; provided, however, that Seller and Purchaser shall share equally the expense of any amounts or consideration paid to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Assetany other Person; provided that if no consent can each Party's obligation shall not exceed Fifty Thousand Dollars ($50,000), and neither Party shall be obtained with respect obligated to an Assumed Contract and/or an assignment incur any additional cost or expense under this Section 5.02(b) unless expressly agreed to in writing, such agreement to be in each Party's sole discretion; and (c) neither Party will be obligated to pay consideration (other than costs of any Assumed Contract cannot be made, in lieu providing the benefit of such assignment, (iitem as described in Section 5.02(b)) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned obtain any consent or approval, or an effective waiver thereof, or novation, unless otherwise agreed by the Parties in writing, each in its reasonable discretion. The Parties will cooperate in obtaining any required consent or approval, or an effective waiver thereof, or novation, pursuant to Purchaseran economic arrangement satisfactory to the Parties.