5Non-Assignment; Consents Clause Samples

5Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer or convey any Purchased Asset (or any Assumed Liabilities thereunder) if an attempted sale, assignment, transfer or conveyance thereof would be prohibited by Law or would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any license, order, waiver or permit by, any Governmental Authority or any third party counterparty to a Purchased Contract or a Shared Contract (collectively, “Approvals”), (i) constitute a breach thereof or contravention ​ thereof, (ii) be ineffective, void or voidable, or (iii) adversely affect the rights thereunder of the Seller, Purchaser, or any of their respective officers, directors, agents or Affiliates, unless and until such Approval is obtained. (b) The Seller and Purchaser shall use commercially reasonable efforts to obtain, or cause to be obtained, any Approval (other than the Approvals governed by Section 6.4) required to sell, assign or transfer any Purchased Asset and transfer the Assumed Liabilities from and after the Closing. If any such Approval is not obtained prior to Closing, until the earlier of such time as such Approval is obtained or one year following the Closing Date, the Seller will use commercially reasonable efforts to cooperate with Purchaser to establish an agency type or any other similar arrangement reasonably acceptable to Purchaser and Seller intended to both (i) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Assets, and (ii) cause Purchaser to bear all costs and Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, Purchaser will promptly pay, perform or discharge when due any Assumed Liability arising thereunder after the Closing Date and the Seller shall, and shall cause its Affiliates to, without further consideration therefor, promptly pay and remit to Purchaser all monies, rights and other consideration received thereunder. Notwithstanding anything in this Agreement to the contrary, no Party or any of its Affiliates shall be required to pay compensation to any third party, commence any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to r...