Assignability and Consents Sample Clauses

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c)...

Assignability and Consents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sublicense or sublease any Institutional Asset if an attempted assignment, sublicense or sublease thereof, without the consent of another party thereto or any Governmental Entity or Educational Agency, would constitute a breach of any such Institutional Asset or in any way violate any applicable Law, or in any way affect the rights of Buyer thereunder. The Seller Parties shall use commercially reasonable efforts, and the Buyer Parties shall cooperate in all reasonable respects with the Seller Parties, to obtain all Consents and waivers necessary to convey the Institutional Assets (including the Transferred Contracts) to Buyer on the Closing Date. If such Consents or waivers are not obtained, or if an attempted assignment, sublicense or sublease would be ineffective, then except in the case of Governmental Consents or Educational Consents: (a) the Seller Parties shall use their commercially reasonable efforts to provide Buyer the benefit (and Buyer will bear the burden) of any such Institutional Asset and to enforce, at the request of Buyer and for the account of Buyer and at the Seller Parties’ sole expense, any rights of Seller arising from any such Institutional Asset, and (b) shall cooperate in any commercially reasonable and lawful arrangement designed to provide such benefits to Buyer. The Seller Parties shall use commercially reasonable efforts, and the Buyer Parties shall cooperate in all reasonable respects with the Seller Parties, to obtain prior to the Closing from each landlord under a Lease: (i) an acknowledgment of Buyer’s right to any related Security Deposit upon the Closing, and (ii) an estoppel certificate executed by the applicable landlord and, with respect to any Lease that is also subject to a sublease to a third-party tenant, an estoppel certificate executed by such tenant, in each case in form and substance reasonably acceptable to the Buyer Parties.

Assignability and Consents. Notwithstanding the provisions of Section 2.01, so long as all Required Consents have been obtained and all other conditions to Closing specified in Article IX and Article X have been satisfied or waived, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset would require any authorizations, approvals, consents or waivers (other than the Required Consents) from a third Person (other than any Seller or any Affiliate of a Seller) and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, then the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing the Parties shall use their Reasonable Efforts, and cooperate with each other in good faith, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that no party shall be required to pay any consideration to obtain any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in good faith in any reasonable and lawful arrangements that will provide to Buyer the benefits of use of such asset and to Sellers the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 2.02 of any Contract, to the extent contractually and legally permitted to do so, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Sellers thereunder, including any payments to be made thereunder, or reimburse the Sellers for their reasonable out of pockets expenses in performing or making any payments thereunder, and (y) shall satisfy any related obligations and Liabilities with respect to such Contract that, but for the lack of an authorization, approval, consent or waiver to assign such obligations or Liabilities to Buyer, would be Assumed Liabilities. If authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset no...

Assignability and Consents. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Assumed Real Estate Lease or any Assumed Obligation that by its terms or by Law is non-assignable without a Third Party Consent or is cancelable by any Person not a party hereto in the event of an assignment (a “Non-Assignable Obligation”), unless and until such Third Party Consent shall have been obtained. With respect to each Non-Assignable Obligation, Company shall, and shall cause its Affiliates to, use their commercially reasonable efforts to cooperate with Buyer at its request, both before and following the Closing Date in endeavoring to obtain such Third Party Consents. To the extent permitted by applicable Law and the terms of any Non-Assignable Obligation, in the event that Third Party Consents cannot be obtained, Parent and/or Company shall cause such Non-Assignable Obligations to be held, as of and following the Closing Date, by Company for Buyer, and the covenants and obligations thereunder shall be performed by Company at Buyer’s expense (subject to Section 6.1(d)), and all benefits and obligations existing thereunder shall be for Buyer’s account (and Buyer shall promptly pay over to Parent or Company any and all documented payments required to be paid by Parent or Company or their respective Affiliates in accordance solely with the terms and provisions of any Non-Assignable Obligations in respect of periods after the Closing Date). As of and from the Closing Date, Company shall, to the extent permitted by applicable Law and the terms of the Non-Assignable Obligations, at Buyer’s expense, perform all the obligations under the applicable Assumed Real Estate Lease or Assumed Contract which is a Non-Assignable Obligation; provided, however, that Company shall, at Buyer’s or Company’s election and subject to ARTICLE IX, terminate any applicable Assumed Real Estate Lease or Assumed Contract which is a Non-Assignable Obligation at the earliest practicable date to the extent that such Assumed Real Estate Lease or Assumed Contract which is a Non-Assignable Obligation may be terminated in accordance with its terms.

Assignability and Consents. 1.6.1 Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Seller Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a third Person (including any Governmental Entity) or is cancelable by a third Person in the event of an assignment (a “Non-Assignable Asset”) unless and until consent from such third Person shall have been obtained. With respect to Material Assumed Contracts, Seller shall use its commercially reasonable efforts to cooperate with Buyer at its request for up to nine months following the Closing Date in endeavoring to obtain such consents, in which case (i) Seller shall be responsible for paying any and all consent or transfer fees, including fees to third Persons to obtain consents, up to an aggregate amount of $500,000 and (ii) Buyer shall be responsible for paying any and all consent or transfer fees, including fees to third Persons to obtain consents, in excess of $500,000; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities in excess of $500,000 in the aggregate (other than incidental legal fees of Seller’s counsel), provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Subject to the foregoing, Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Assumed Contracts or other Liabilities that constitute Assumed Liabilities, or to obtain in writing the unconditional release of Seller and its Affiliates, so that, in any such case, Buyer shall be solely responsible for such Liabilities; provided, however, that such efforts shall not require Buyer or any of its Affiliates to accept changes to the material terms of any Material Assumed Contracts or provide any financial accommodation to obtain any such consent (in each case, unless Buyer consents thereto, such consent not to be unreasonably withheld, conditioned or delayed, provided, that for the avoidance of doubt, it shall not be deemed unreasonable for Buyer to withhold, condition or delay its consent to changes to the material terms of a Material Assumed Contract or provi...

Assignability and Consents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any order, contract, agreement, lease, commitment, license, franchise, authorization or concession, to the extent that an attempted assignment thereof, without the consent of another party thereto or of a Governmental Entity would constitute a breach of any such order, contract, agreement, lease, commitment, license, franchise, authorization or concession. MIC shall use its reasonable efforts, and Intek shall cooperate in all reasonable respects with MIC, to obtain consent to any such assignment or a novation of such contract substituting Intek or MUSA for MIC. For any item for which such consent or novation is not obtained, MIC shall, for a period commencing on the Effective Date and ending upon expiration of the current term of such nonassignable item (without giving effect to any extension thereof, whether automatic or otherwise) or, if no expiration date is stated therein, thirteen months after the Effective Date, provide to Intek the benefit of any such nonassignable item, and MIC shall pay to Intek all monies or other property received by MIC under any such nonassignable item within five (5) business days of MIC's receipt thereof, provided that Intek makes all payments required to be made by MIC pursuant to the terms of such nonassignable items and that Intek performs or obtains performance of all obligations required of MIC under such nonassignable items, in advance of or at such time as such payment or performance is required. At the end of period described in the immediately preceding sentence, MIC shall have no further duties or obligations hereunder with respect to such nonassignable items and the failure to obtain any necessary consent or waiver with respect thereto shall not be a breach of any provision of this Agreement. In the event that Intek or MUSA performs its obligations under a nonassignable item, Intek's may bring such action on behalf of MIC and in MIC's name as shall be reasonably necessary to enforce MIC's or Intek's rights under such nonassignable item; PROVIDED, HOWEVER, that Intek shall bear all costs and expenses of any kind whatsoever incurred by MIC in connection with any such actions and PROVIDED FURTHER that, notwithstanding anything to the contrary contained herein, Intek shall indemnify and hold MIC harmless from and against any and all Damages incurred by MIC directly or indirectly in connection with suc...

Assignability and Consents. To the extent that the consummation of -------------------------- the transactions contemplated herein or the assignment of any of the Acquired Contracts, the Real Property Lease or the Personal Property Leases shall require the consent or waiver of any third party or any federal, state, county, parish, local or foreign governmental entity or municipality or subdivision thereof or any authority, arbitrator, department, commission, board, bureau, body, agency, court or instrumentality thereof (each, a "Governmental Authority"), Seller shall use all reasonable efforts to obtain the consent or waiver of each such third party or Governmental Authority (each, a "Required Consent") to the assignment thereof on or prior to the Closing Date, but the failure of Seller to obtain any Required Consent shall not enable Purchaser to terminate this Agreement.

Assignability and Consents. (a) As promptly as practicable after the date hereof, (i) Seller will give all required notices to any third parties and will use commercially reasonable efforts to obtain all consents, approvals and other authorizations set forth or required to be set forth on Schedule 3.3, and (ii) Seller shall use its reasonable best efforts to obtain an extension of the Contract set forth on Schedule 6.14 on the terms set forth on Schedule 6.14. (b) Notwithstanding any other provisions in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Contract if an attempted assignment thereof, without the consent of another party thereto or any Governmental Authority, would constitute a breach or violation of any such Contract. Seller shall, at its expense, use commercially reasonable efforts and Buyer shall, at Seller’s expense, use commercially reasonable efforts to assist Seller in obtaining all consents, novations and waivers and to resolve all impracticalities of assignments, novations or transfers necessary to convey any Contract to Buyer at the earliest practicable date after the Closing. Notwithstanding the foregoing, any fees and expenses incurred by the Parties in connection with obtaining an assignment, novation or transfer of any Contract will be paid by the Party incurring such expense. (c) In the case of Contracts included in the Acquired Assets, if such consents, novations or waivers are not obtained on or prior to the Closing Date, or if an attempted assignment would be ineffective, until such consent, novation or waiver is obtained, Seller shall use commercially reasonable efforts to (A) provide to Buyer the benefits of each such Contract; (B) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer and (C) enforce, at the request and expense of Buyer and for the account of Buyer, any rights of Seller arising from any such Contract; and Seller will promptly pay to Buyer when received all monies received by Seller under such Contract. To the extent Buyer is provided the benefit of any such Contract, Buyer will perform or discharge, on behalf of Seller, Seller’s obligations and liabilities under each such Contract in accordance with the provisions thereof except for any obligations and liabilities under any such Contract that constitute a Retained Liability. Once a necessary consent, novation or waiver is obtained, the applicable Contract will be deemed to have been automatically trans...

Assignability and Consents. To the extent that the assignment of any Acquired Contract, Personal Property Lease, Real Property Lease, Warranty, License, Prepaid Expense, Documentary Information or other Acquired Asset to be assigned to Purchaser as provided herein shall require the consent or waiver of any third party or any Governmental Authority (each a “Required Consent”), Seller shall use its best efforts to obtain the consent or waiver of each such third party or Governmental Authority to such assignment, in each case in form and substance satisfactory to Purchaser, on or prior to the Closing Date. Schedule 1.03 to this Agreement sets forth a list of all of the Required Consents.

Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, if any part of the Business would be (a) prohibited by any applicable Law or (b) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regularity Authority and such authorization, approvals, consents or waivers shall not have been obtained prior to the effective date, then in either case the Contract shall proceed to be into effect without such part of Business; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Party B not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article IX have not been satisfied. Subject to Section 8.02, in the event that the Agreement comes into force without the conveyance of such part of Business, then the Parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Party B shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver. Once such authorization, approval, consent or waiver is obtained, Party A should convey such part of the Business to Party B at no additional cost.