Common use of Assignability and Consents Clause in Contracts

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 anything Nothing in this Agreement to nor the contrary, this Agreement consummation of the transactions contemplated hereby shall not constitute be construed as an attempt or agreement to assign, sublicense assign any Acquired Asset that by its terms or sublease any Institutional Asset if an attempted assignment, sublicense or sublease thereof, by Law is non-assignable without the consent of another a third party thereto or (including any Governmental Entity Body) or Educational Agencyis cancelable by a third party in the event of an assignment (a “Non-Assignable Asset”), would constitute a breach of any unless and until consent from such Institutional Asset or in any way violate any applicable Lawthird party shall have been obtained. With respect to all Non-Assignable Assets, or in any way affect the rights of Buyer thereunder. The Seller Parties shall use commercially reasonable efforts, Members 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 Company shall use their respective commercially reasonable efforts to provide cooperate with Buyer at its request following the Closing Date in endeavoring to obtain such consents. Subject to the foregoing, Buyer, Members and the Company shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required under the Assumed Contracts. To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, in the event that consents to the assignment thereof cannot be obtained, such Non-Assignable Assets shall be held, as of and from the Closing Date, by the Company for the benefit (and Buyer will bear the burden) detriment 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 covenants and obligations thereunder shall be performed by Buyer Parties at its expense and in the applicable Company’s name, and all benefits and obligations existing thereunder shall cooperate be for Buyer’s account (and the Company shall promptly pay over to Buyer all money received by it under such Non-Assignable Assets in all reasonable respects with respect of periods after the Seller PartiesClosing Date). As of and from the Closing Date, the Company authorizes Buyer, to obtain prior to the Closing from each landlord under a Lease: (i) an acknowledgment extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s right expense, to any related Security Deposit upon perform all the Closing, obligations and (ii) an estoppel certificate executed by receive all the applicable landlord and, with respect to any Lease that is also subject to a sublease to a thirdbenefits of the Company under the Non-party tenant, an estoppel certificate executed by such tenant, in each case in form and substance reasonably acceptable to the Buyer PartiesAssignable Assets.

Assignability and Consents. Notwithstanding anything to the -------------------------- contrary in this Agreement to the contraryAgreement, this Agreement shall not constitute an agreement to assignassign any order, sublicense contract, agreement, lease, commitment, license, franchise, permit, authorization or sublease any Institutional Asset concession (collectively, the "Assigned Agreements") if an attempted assignment, sublicense or sublease assignment thereof, without the consent of another party thereto or any Governmental Entity or Educational Agencygovernmental authority, would constitute a breach of any such Institutional Asset or in any way violate any applicable Law, Assigned Agreement or in any way affect the rights of Buyer CNF or Vantage Sub thereunder. The Seller Parties CNF and Vantage Sub shall use commercially reasonable efforts, and the Buyer Parties shall cooperate in all reasonable respects with the Seller Parties, efforts to obtain all Consents consents, novations and waivers and to resolve all impracticalities of assignments, novations or transfers necessary to convey the Institutional Assets (including Assigned Agreements to HDA at the Transferred Contracts) to Buyer on the Closing Dateearliest practicable date. If such Consents consents, novations or waivers are not obtained, or if an attempted assignment, sublicense or sublease assignment would be ineffective, then except in the case of Governmental Consents or Educational Consents: (a) the Seller Parties CNF and Vantage Sub shall use their commercially reasonable efforts to provide Buyer to HDA the benefit (and Buyer will bear the burden) benefits of any such Institutional Asset and to Assigned Agreement, shall enforce, at the HDA's request of Buyer and for the account of Buyer and at the Seller Parties’ sole expenseHDA's account, any rights of Seller arising from CNF or Vantage Sub under such Assigned Agreement (including the right to elect, renew, extend or terminate) and shall promptly pay to HDA when received all monies received by CNF or Vantage Sub under such Assigned Agreement. To the extent HDA is provided the benefit of any such Institutional AssetAssigned Agreement, HDA shall perform or discharge, on behalf of CNF or Vantage Sub, CNF's or Vantage Sub's obligations and (b) shall cooperate liabilities under each such Assigned Agreement 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 accordance with the Seller Parties, provisions thereof. This Section shall not be construed to obtain prior require HDA to the Closing from each landlord assume any additional liability hereunder or to perform under a Lease: (i) an acknowledgment of Buyer’s right to or assume any related Security Deposit upon the Closing, and (ii) an estoppel certificate executed by the applicable landlord and, obligations with respect to any Lease that is also subject to a sublease to a third-party tenant, an estoppel certificate executed the Assigned Agreements in excess of those currently required by such tenant, in each case in form Assigned Agreements. CNF and substance reasonably acceptable Vantage Sub shall use reasonable efforts to ensure that all contracts entered into by CNF or Vantage Sub after the date hereof that relate to the Buyer PartiesVantage Business or the Assets are assignable to HDA without the consent of the other party thereto.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15 hereof, if the sale, conveyance, assignment, attempted sale, conveyance, assignment or transfer to Buyer of any Contract (other than the Lease Documents, which for the purposes of this Section 1.4 shall not include the Caesars Seller One Lease) that is part of the Total Assets is, by its terms, nonassignable without the consent of a third party (other than an Affiliate of any Seller, in which case the applicable Seller covenants and agrees to cause such Affiliate to render such consent) and such authorizations, approvals, consents or waivers shall not have been obtained prior to the contraryClosing Date (each, a "Non-Assignable Asset"), in either case, the Closing shall proceed, but the Closing shall not constitute the sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset, and this Agreement shall not constitute an agreement to assigna sale, sublicense or sublease any Institutional Asset if an attempted conveyance, assignment, sublicense transfer or sublease thereof, without the consent of another party thereto or any Governmental Entity or Educational Agency, would constitute a breach delivery of any such Institutional Non-Assignable Asset unless and until such authorization, approval, consent or in any way violate any waiver is obtained. After the Closing, the applicable Law, or in any way affect the rights of Seller and Buyer thereunder. The Seller Parties shall use commercially reasonable effortsefforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets relating to the Property being sold by such Seller, and Buyer and the applicable Seller shall cooperate with each other in any arrangement commercially reasonable to provide that Buyer shall receive the interest of the applicable Seller in the benefits under any such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and each of the Buyer Parties and the applicable Seller shall cooperate in all reasonable respects with the other party in any such commercially reasonable arrangement, including performance by the applicable Seller Partiesas agent if commercially reasonable to the applicable Seller, and, in such case, Buyer shall be liable to the applicable Seller in a fashion equivalent to what Buyer's Liabilities would be under any such Non-Assignable Asset as if it were assigned. Each applicable Seller shall promptly pay over to Buyer the net amount (after out-of-pocket expenses) of all payments received by it in respect of all of its 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 hereof. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, the applicable Seller shall convey, assign, transfer and deliver any such Non-Assignable Asset 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 assume all Liabilities in respect of any Non-Assignable Asset if it is receiving the benefits thereof; provided, further, that Buyer shall also be liable to the Sellers for performing its obligations under the arrangements described in Section 1.4(a) hereof. (c) Buyer understands and agrees that it is solely Buyer's responsibility to obtain any and all Consents and waivers operating agreements (other than the Lease Documents) necessary to convey conduct business at the Institutional Assets (including the Transferred Contracts) to Buyer on Properties from and after the Closing Date. If such Consents or waivers are not obtained, or if an attempted assignmentincluding, sublicense or sublease would be ineffectivewithout limitation, 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 replacement software license agreements for the account software which will replace the Excluded Software. Subject to the terms and conditions hereof, Buyer shall be responsible for obtaining new licenses and permits for the operation of Buyer and at the Properties. Except as set forth in Section 1.1(h) hereof, no licenses or permits will be transferred by any 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 connection with the Seller Parties, to obtain prior to sale of 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 PartiesProperties.

Assignability and Consents. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, 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 NewU thereunder. The Seller Parties Contributor shall use commercially reasonable efforts, and the Buyer Purdue Parties shall cooperate in all reasonable respects with the Seller PartiesContributor, to obtain all Consents and waivers necessary to convey the Institutional Assets (including the Transferred ContractsContracts and Transferred Leases) to Buyer on NewU at the Closing Dateearliest practicable 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 waivers required by any Governmental Entity or Educational ConsentsAgency: (ai) the Seller Parties Contributor shall use their its commercially reasonable efforts to provide Buyer NewU the benefit (and Buyer NewU will bear the burden) of any such Institutional Asset and to enforce, at the request of Buyer NewU and for the account of Buyer and at the Seller Parties’ sole expenseNewU, any rights of Seller Contributor arising from any such Institutional Asset, and (bii) shall cooperate in any commercially reasonable and lawful arrangement designed to provide such benefits to Buyer. The Seller Parties NewU. Contributor shall use commercially reasonable efforts, and the Buyer Purdue Parties shall cooperate in all reasonable respects with the Seller PartiesContributor, to obtain prior to the Closing from each landlord under a Transferred Lease: (iy) an acknowledgment of BuyerNewU’s right to any related Security Deposit upon the ClosingDeposit, and (iiz) an estoppel certificate executed by the applicable landlord and, with respect to any Transferred 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 Purdue Parties.