Vendor Assignment Consent Agreement

Vendor Assignment Consent Agreement

This Vendor Assignment Consent Agreement (the "Agreement") is entered into as of by and between Vendor Name: , a organized under the laws of , with principal place of business at (\"Vendor\" or \"Assignor\"), and Consenting Party Name: , a organized under the laws of , with principal place of business at (\"Consenting Party\" or \"Obligee\").

RECITALS

WHEREAS, Vendor and Consenting Party are parties to that certain agreement described as (the "Underlying Agreement");

WHEREAS, Vendor has proposed or intends to assign its rights and/or delegate its obligations under the Underlying Agreement to an assignee identified as (the "Assignee"); and

WHEREAS, Consenting Party is willing to grant its consent to such assignment subject to the terms, conditions and protections set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Assignment" means any transfer, assignment, sale or delegation by Vendor of its rights or obligations under the Underlying Agreement; (b) "Effective Assignment Date" means the date on which the Assignee has satisfied the conditions to consent set forth in Section 3; and (c) other capitalized terms used but not defined herein shall have the meanings given to them in the Underlying Agreement.

2. CONSENT TO ASSIGNMENT

Subject to the terms and conditions of this Agreement, Consenting Party hereby consents to Vendor's Assignment to Assignee of Vendor's rights and obligations under the Underlying Agreement, but only to the extent and on the conditions set forth in this Agreement. Such consent is limited to the specific Assignment described in the Recitals and shall not be a blanket consent to any future assignment without additional written consent of Consenting Party.

3. CONDITIONS TO EFFECTIVENESS

Consenting Party's consent shall become effective only upon the satisfaction of the following conditions precedent, each of which must be received by Consenting Party in form and substance reasonably satisfactory to it: (a) delivery of an executed written instrument of assumption by the Assignee in which Assignee expressly assumes all material obligations of Vendor under the Underlying Agreement; (b) evidence satisfactory to Consenting Party that the Assignee possesses the financial capacity and operational capability to perform the Assignee's obligations; (c) delivery of certificates of insurance, if applicable, evidencing insurance coverage in form and amounts required by the Underlying Agreement; and (d) where required, delivery of any corporate or third-party consents necessary to effectuate the Assignment.

4. ASSIGNOR'S REPRESENTATIONS AND WARRANTIES

Vendor represents and warrants to Consenting Party as of the Effective Date that: (a) Vendor has full power and authority to enter into this Agreement and to effectuate the proposed Assignment; (b) the execution and delivery of this Agreement and the Assignment do not violate any provision of law, contract or order to which Vendor is subject; and (c) to Vendor's knowledge, there are no existing defaults under the Underlying Agreement that would permit Consenting Party to terminate or materially alter its rights absent cure.

5. LIABILITY; NO RELEASE

Except as otherwise provided in a separate written release executed by Consenting Party, Vendor shall remain primarily liable for any breach, default or obligation arising under the Underlying Agreement occurring prior to the Effective Assignment Date. Consenting Party's consent to the Assignment shall not, by itself, release Vendor from any liability arising prior to the Effective Assignment Date.

6. CONDITIONS SUBSEQUENT; REMEDIES

If, after the Effective Assignment Date, the Assignee fails to perform material obligations under the Underlying Agreement, Consenting Party shall provide Vendor with written notice of such failure and Vendor shall have the opportunity to cure such failure in accordance with the Underlying Agreement. Nothing in this Agreement limits Consenting Party's rights and remedies against the Assignee or Vendor at law or in equity.

7. CONDITIONS SPECIFIC TO ASSIGNMENT

The parties acknowledge and agree that the following additional conditions shall apply to the Assignment: (a) Assignee shall execute and deliver any additional documentation reasonably requested by Consenting Party to evidence the Assignment and assumption; (b) any monetary obligations owed under the Underlying Agreement that accrued prior to the Effective Assignment Date shall remain the responsibility of Vendor until paid; and (c) any security interests or guarantees required under the Underlying Agreement shall be in place in favor of Consenting Party as of the Effective Assignment Date.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be given in writing and delivered to the parties at their respective addresses set forth below (or at such other address as a party may designate by written notice to the other in accordance with this Section). Notices shall be deemed given upon delivery if delivered personally or by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT

This Agreement, together with the Underlying Agreement and any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including facsimile or electronically transmitted signatures) shall be deemed to be original signatures for all purposes.

ADDITIONAL DETAILS

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