Common use of Assignability and Consents Clause in Contracts

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 not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers shall assign, transfer, convey and deliver such asset to Buyer at no additional cost to Buyer.

Assignability and Consents. (i) Seller shall use Commercially Reasonable Efforts to take, or cause to be taken, all necessary actions to obtain, at the earliest practicable date and in any event prior to the Closing Date, all consents, approvals, authorizations or waivers of or from any third party necessary to authorize, approve or permit the full and complete sale, conveyance, assignment, transfer and delivery of the Purchased Assets, and to consummate and make effective the Transactions. (ii) Within thirty (30) days after the execution of the Agreement, Seller will provide notice to the counterparty to each of the Material Software Licenses of the pending assignment of such Material Software Licenses to Purchaser (or to any permitted assignee under the Agreement) upon the occurrence of the Closing. Seller shall use Commercially Reasonable Efforts to either (y) obtain any necessary consents to the assignment of such Material Software License and the rights to use such Material Software License to Purchaser (or to any permitted assignee under the Agreement; provided however that, a consent that doesn't include such permitted assignees shall be deemed acceptable to Purchaser) prior to the Closing Date or (z) enter into a new license agreement ( each a "Replacement License Agreement") in replacement of such Material Software License, with rights, terms and conditions that are substantially similar to such Material Software License and with terms that permit the transfer thereof to Purchaser (or to any permitted assignee under the Agreement; provided however that, a Replacement License Agreement that doesn't include such permitted assignees shall be deemed acceptable to Purchaser) without having to obtain the counterparty's consent, and transfer such Replacement License Agreement and the rights to use the license granted thereunder to Purchaser prior to the Closing Date. Each such Replacement License Agreement shall constitute a Purchased Project Contract hereunder. Notwithstanding anything contained in this Agreement to the provisions of Section 2.01contrary, so long as all Required Consents have been obtained but subject to paragraph (d), this Agreement shall not constitute an agreement to assign any Purchased Asset, and all other conditions Seller shall not be obligated or entitled to Closing specified in Article IX and Article X have been satisfied or waivedassign such Purchased Asset, if the saleattempted assignment or assumption of the same, assignmentwithout Seller first having obtained the consent, transferapproval, conveyance authorization or delivery waiver of a third party, would constitute a breach or attempted saledefault under any Purchased Project Contract, assignmentwould violate any Law or would in any way adversely affect the rights, transferor increase the obligations, conveyance or delivery to Buyer of any asset that would be a Party to this Agreement with respect to such Purchased Asset would require any authorizations(each a "Nonassignable Asset"); provided, however, that Seller shall use Commercially Reasonable Efforts to obtain all such consents, approvals, consents authorizations and waivers at the earliest practicable date and in any event prior to the Closing Date and, if Seller shall not have obtained any such consent, approval, authorization or waivers (other than waiver prior to the Required Consents) from a third Person (other than Closing, Seller shall continue to use Commercially Reasonable Efforts to obtain as promptly as practicable after the Closing any such consent, approval, authorization or waiver not obtained prior to the Closing. Purchaser shall cooperate as reasonably requested by Seller in connection with Seller's efforts to obtain any such consent, approval, authorization or waiver. Without limiting Seller's obligations under Section 2.5(b), if any Affiliate of a Seller) and such authorizationsconsent, approvalsapproval, consents authorization or waivers waiver shall not have been obtained prior to the Closing, then to the Closing shall proceed without extent and for so long as the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement related Nonassignable Asset shall not constitute a salehave been assigned and transferred to Purchaser, assignmentSeller shall, 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 Closing, hold such Nonassignable Asset in trust for the Parties shall use their Reasonable Effortsand benefit of Purchaser, and cooperate with each shall take such other actions (including entering into written agreements) as Purchaser may reasonably request in good faith, order to obtain promptly place Purchaser in the same position as if such authorizationsconsents, approvals, consents authorizations or waivers; providedwaivers had been obtained, howeveror to provide to Purchaser the benefit of, that no party any Nonassignable Asset not assigned and transferred to Purchaser. Nothing herein shall be required construed to pay require Purchaser to consummate the Transactions if 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 condition 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 Article 8 has not 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 not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers shall assign, transfer, convey and deliver such asset to Buyer at no additional cost to Buyer.

Assignability and Consents. (a) Notwithstanding anything to the provisions of Section 2.01, so long as all Required Consents have been obtained and all other conditions to Closing specified contrary contained in Article IX and Article X have been satisfied or waivedthis Agreement, if the sale, conveyance, assignment, transfer, conveyance or delivery or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer to Buyer of any asset that would be a Purchased Asset would require any authorizations, approvals, consents or waivers Contract (other than the Required ConsentsGround Lease) from that is part of the Purchased Assets is, by its terms, nonassignable without the consent of a third Person party (other than any Seller or any an Affiliate of a Seller, in which case 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 ClosingClosing Date (each, then a “Non-Assignable Asset”), in either case, the Closing shall proceed without proceed, but the Closing shall not constitute the sale, conveyance, assignment, transfer, conveyance transfer or delivery of any such asset Non-Assignable 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 saleconveyance, assignment, transfer, conveyance transfer or delivery of any such assetNon-Assignable Asset unless and until such authorization, then following approval, consent or waiver is obtained. After the Closing the Parties Closing, Seller and Buyer shall use their Reasonable Efforts, and cooperate with each other in good faith, commercially reasonable efforts to obtain promptly any such authorizations, approvals, consents or waivers; providedwaivers related to the Non-Assignable Assets, 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 and Buyer and Seller shall cooperate with each other in good faith any arrangement commercially reasonable to provide that Buyer shall receive the interest of the 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 Buyer and Seller shall cooperate with the other party in any such commercially reasonable and lawful arrangements that will provide arrangement, including performance by Seller as agent if commercially reasonable to the Seller, and, in such case, Buyer shall be liable to Seller in a fashion equivalent to what Buyer’s Liabilities would be under any such Non-Assignable Asset as if it were assigned. Seller shall promptly pay over to Buyer the benefits amount of use all payments received by it in respect of such asset and to Sellers all of its Non-Assignable Assets. In complying with the benefitsforegoing, including any indemnities, thatSeller shall not be required, 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 Contractmanner, to the extent contractually and legally permitted waive, relinquish or forego any right or claim available 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 Seller with respect to such Contract thatNon-Assignable Asset in order to provide such assignment, but for the lack of an transfer or benefit. (b) Once authorization, approval, consent approval or waiver to assign such obligations of or Liabilities to Buyer, would be Assumed Liabilities. If authorization, approval, consent or waiver for the sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing Non-Assignable Asset is obtained, Sellers Seller shall convey, assign, transfer, convey transfer and deliver any such asset to Buyer 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, but shall not assume any Liabilities in respect of any Non-Assignable Asset if it is not receiving the benefits thereof. (c) Subject to Section 1.5 hereof, Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all Operating Agreements necessary to conduct business at the Property from and after the Closing Date, including, without limitation, replacement software license agreements for the 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 the Property. Except as set forth in Section 1.1(h) hereof, no licenses or permits will be transferred by Seller in connection with the sale of the Property. Buyer understands and agrees that the assignment of certain Contracts as contemplated hereunder may require the delivery by Buyer of certain deposits to the third parties that are party to such Contracts and that Buyer shall be responsible for the timely delivery of such deposits in accordance with requirements of such Contracts with such third parties.

Assignability and Consents. Notwithstanding the provisions (a) Schedule 8.1(a) sets forth a list of Section 2.01all Purchased Assets, so long as all Required Consents have been obtained including Contracts and all other conditions to Closing specified in Article IX and Article X have been satisfied Permits, which are non–assignable or waived, if the sale, assignment, transfer, conveyance non–transferable or delivery or attempted sale, assignment, transfer, conveyance or delivery cannot be subleased to Buyer without the consent of any asset that would some other Person. The Seller has commenced and shall continue to take, or cause to be a Purchased Asset would require any authorizationstaken by others, approvalsall commercially reasonable actions required to obtain or satisfy, consents or waivers (other than at the Required Consents) from a third Person (other than any Seller or any Affiliate of a Seller) and such authorizationsearliest practicable date, approvals, consents or waivers shall all Consents not have been obtained prior to the Closingdate of this Agreement from any Persons necessary to authorize, then approve or permit the Closing shall proceed without the full and complete sale, conveyance, assignment, transfersublease or transfer of the Purchased Assets, conveyance and to consummate and make effective the transactions contemplated by this Agreement and to continue such efforts as may be required after the Closing Date to facilitate the full and expeditious transfer of legal title, or delivery the sublease, as the case may be, of such asset and the Purchased Assets. (b) Notwithstanding anything herein to the contrary, this Agreement shall not constitute a an agreement to sell, convey, assign, sublease or transfer any Purchased Asset if any attempted sale, conveyance, assignment, sublease or transfer of such assets, without the Consent of the other Person to such transfer, conveyance would constitute a breach by Seller or delivery of Buyer with respect to such assetPurchased Asset. In Subject to Section 10.2, in the event that any required Consent is not obtained on or prior to the Closing proceeds without the saledate of this Agreement, assignment, transfer, conveyance or delivery of any such asset, then following the Closing the Parties shall Seller and Parent will use their Reasonable Efforts, and cooperate with each other in good faith, respective commercially reasonable efforts 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 (i) provide to Buyer the benefits of use of the applicable Contract, Permit, or Lease, (ii) cooperate in any reasonable and lawful arrangement designed to provide such asset and to Sellers the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed benefits to Buyer at the Closing. To the extent that (including providing to Buyer is provided the benefits pursuant any out–of–pocket Losses sustained by Buyer 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 thereunderobtain such benefits), and (yiii) shall satisfy any related obligations enforce at the request of Buyer and Liabilities with respect to such Contract that, but for the lack account of an authorization, approval, consent Buyer any rights of Seller 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 Business arising from any such asset not soldContract, assignedPermit or Lease (including the right to elect to terminate such Contract, transferred, conveyed Permit or delivered at Lease in accordance with the Closing is obtained, Sellers shall assign, transfer, convey and deliver such asset to Buyer at no additional cost to terms thereof upon the request of Buyer).

Assignability and Consents. Notwithstanding Nothing in this Agreement nor the provisions consummation of Section 2.01the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Acquired Asset that by its terms or by Law is non-assignable without the consent of a third party (including any Governmental Body) or is cancelable by a third party in the event of an assignment (a “Non-Assignable Asset”), so long as all Required Consents unless and until consent from such third party shall have been obtained obtained. With respect to all Non-Assignable Assets, the Members and all other conditions the Company shall use their respective commercially reasonable efforts 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 cooperate with 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 at its request following the Closing Date in endeavoring to obtain such consents. Subject to the Parties foregoing, Buyer, Members and the Company shall use their Reasonable Effortsrespective commercially reasonable efforts to obtain, and cooperate with each other in good faithor cause to be obtained, to obtain promptly such authorizationsany consent, approvalssubstitution, consents approval or waivers; provided, however, that no party shall be amendment required to pay any consideration to obtain any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, under 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 ClosingAssumed 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 detriment of Buyer, and the covenants and obligations thereunder shall be performed by Buyer is provided at its expense and in the Company’s name, and all benefits pursuant and obligations existing thereunder shall be for Buyer’s account (and the Company shall promptly pay over to this Section 2.02 Buyer all money received by it under such Non-Assignable Assets in respect of any Contractperiods after the Closing Date). As of and from the Closing Date, the Company authorizes Buyer, to the extent contractually permitted by applicable Law and legally permitted to do so, Buyer shall (x) perform for the benefit terms of the other parties thereto Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits 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 Company under 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 not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers shall assign, transfer, convey and deliver such asset to Buyer at no additional cost to BuyerNon-Assignable Assets.