Certain Consents to Assignment. To the extent that the assignment of any right or agreement the benefit of which is to be acquired by Buyer pursuant to this Agreement shall require the consent of any other party, and Buyer shall have waived the obtaining of such consent prior to the Closing, this Agreement shall not constitute a contract to assign or assume the same until such consent is obtained. Seller and each of the Shareholders shall use their respective best efforts after the Closing to obtain any consent necessary to any such assignment. If any such consent is not obtained, (a) this Agreement shall not constitute or be deemed to be a contract to assign or assume the same if an attempted assignment without such consent, approval or waiver would constitute a breach of such right or agreement or create in any party thereto the right or power to cancel or terminate such right or agreement, and (b) Seller and each of the Shareholders will cooperate with Buyer, in any reasonable arrangement requested by Buyer designed to provide to Buyer the benefit, monetary or otherwise, of Seller’s rights under such right or agreement, including enforcement of any and all rights of Seller against the other party thereto arising out of a breach or cancellation thereof by such other party.
Certain Consents to Assignment. To the extent that any Contract to be assigned to Buyer under Exhibit C is not assignable without the consent of a third party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Seller and Buyer shall use all reasonable efforts to obtain the consent of such other party to the assignment to Buyer of any such Contract. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Contract, including enforcement for the benefit of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit if and to the extent that Buyer would have been responsible therefor if such consent, waiver or approval had been obtained. If and to the extent that such arrangement cannot be made, then Buyer shall have no obligation or right pursuant to this Agreement or otherwise with respect to any such Contract. Buyer shall not be obligated, as a condition to any consent obtained pursuant to this Section 2.5, to agree to any substantive and material change in any such Contract. Article 3
Certain Consents to Assignment. If any assignment of any material right or agreement the benefit of which is to be acquired by Buyer pursuant to this Agreement shall require the consent of any other party and such consent has not been obtained prior to Closing, (a) this Agreement shall not constitute or be deemed to be a contract to assign or assume the same if an attempted assignment without such consent, approval or waiver would constitute a breach of such right or agreement or create in any party thereto the right or power to cancel or terminate such right or agreement and (b) Seller and Parent will cooperate with Buyer, in any reasonable arrangement requested by Buyer designed to provide to Buyer the benefit, monetary or otherwise, of Seller’s rights under such right or agreement, including enforcement of any and all rights of Seller against the other party thereto arising out of a breach or cancellation thereof by such other party.
Certain Consents to Assignment. 3 1.6 Closing; Closing Date .............................................3 1.7
Certain Consents to Assignment. Seller agrees that after the execution of this Agreement, at the request of Buyer, it will use its best efforts to obtain consents to assignment for all contracts or agreements, which require consent to assignment, and which are being transferred to Buyer, whether or not Buyer has agreed to waive such consents as a condition to Closing, including but not limited to those consents described in Exhibit 5.3.
Certain Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement, if any assignment of any material right or agreement the benefit of which is to be acquired by Buyer pursuant to this Agreement shall require the consent of any other party and such consent has not been obtained prior to the Closing, (a) this Agreement shall not constitute or be deemed to be a contract to assign or assume the same if an attempted assignment without such consent, approval or waiver would constitute a breach of such right or agreement or create in any party thereto the right or power to cancel or terminate such right or agreement and (b) the parties shall establish an arrangement pursuant to which Buyer will receive the benefit, monetary or otherwise, of Seller’s rights under such right or agreement, and will be responsible for performance and satisfaction of Seller’s obligations with respect to such right or agreement. Following such arrangement being put in place, the parties shall continue to cooperate in such efforts as are reasonably necessary to obtain the consent of any third party needed to assign such right or agreement.
Certain Consents to Assignment. To the extent that any Contract to be assigned to Buyer (including without limitation, the Assigned Real Property Leases) is not assignable without the consent of a third party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Seller and Buyer shall use all reasonable efforts to obtain the consent of such other party to the assignment to Buyer of any such Contract. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Contract, including enforcement for the benefit of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, for a period up to twelve months following the Closing, provided that Buyer shall undertake to pay or satisfy (i) the corresponding liabilities for the enjoyment of such benefit if and to the extent that Buyer would have been responsible therefor if such consent, waiver or approval had been obtained, (ii) for a period up to six months following the Closing, all reasonable external, out-of-pocket expenses incurred by Seller in so obtaining or providing such benefits to Buyer and (iii) for any period following the initial six month period, all mutually agreeable reasonable expenses, whether internal or external out-of-pocket, incurred by Seller in so obtaining or providing such benefits to Buyer.
Certain Consents to Assignment. 27 5.1.6 Environmental Audit...................................27 5.1.7
Certain Consents to Assignment. Sellers shall cause the Company, at the request of Buyer, to obtain consents to assignment for all contracts or agreements which require consent to assignment and which are being transferred to Buyer, whether or not Buyer has agreed to waive such consents as a condition to Closing, including but not limited to those consents described in Exhibit 3.4.
Certain Consents to Assignment. To the extent that the assignment of any Contract, the benefit of which is to be acquired by Purchaser pursuant to this Agreement requires the consent of any Person not a Party to this Agreement or any of their Affiliates, this Agreement shall not constitute a contract to assign or assume the same until such consent is obtained. Seller and Purchaser shall use reasonable efforts to obtain any consent necessary to any such assignment. If any such consent is not obtained this Agreement shall not constitute or be deemed to be a contract to assign or assume the same if an attempted assignment without such consent, approval or waiver would constitute a breach of such right or agreement or create in any party thereto the right or power to cancel or terminate such right or agreement.
