Common use of Certain Consents Clause in Contracts

Certain Consents. To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

Certain Consents. To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder Purchaser shall not be in limitation of Purchaser's continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in accordance with the terms thereofArticle 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.

Certain Consents. To the extent that Seller's Sellers' rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and each Seller, at its expense, shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such necessary consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, SellerSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(bSECTION 13.1(B) hereof if Sellers shall not have obtained the consents identified on SCHEDULE 4.5 in accordance with the terms thereofhereof, at or prior to the Closing Date. Notwithstanding the forgoing, Purchaser, and not Sellers, shall be responsible for any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to this SECTION 4.5.

Certain Consents. To the extent that Seller's Sellers' rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset (including, without limitation, the leases listed on Disclosure Schedule 4.12(b) and the Liquor Licenses) to be transferred or assigned to Purchaser Buyer hereunder may not be transferred or assigned without the consent of another person Person, which consent has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and SellerSellers, at its their expense, shall use its their reasonable good faith best efforts to obtain any such required consent(s) consent as promptly as possible. If any such consent shall not be obtained or if any attempted transfer or assignment would be ineffective or would impair PurchaserBuyer's rights under the Acquired Asset in question so that Purchaser Buyer would not in effect acquire the benefit of all such rights, SellerSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's Sellers' expense, shall act after the Closing as PurchaserBuyer's agent in order to obtain for the Purchaser Buyer the benefits thereunder, and Seller Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Asset, with Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to PurchaserBuyer, including any sublease or sublease, subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

Certain Consents. To the extent that Seller's rights under any ---------------- The Disclosure Schedule identifies each agreement, Contractcontract, commitment, lease, Permit, Real Property Lease permit or other Acquired Asset similar asset to be assigned to Purchaser hereunder the Company in the Reorganization or to the Buyer as a Xxxxxxx Pocono Asset pursuant to this Agreement which may not be assigned hereunder without the consent of another person or written notice being given to another person. Delivery of the consents listed on Exhibit E (being consents necessary to the assignment of any Site Leases that individually account for more than 1% of the Pocono Business' revenues but excluding any requirement which consists solely of prior written notice of transfer) by Xxxxxxx to the Buyer is a condition to the obligation of the Buyer to consummate the transactions contemplated hereunder. With respect to any consent not obtained at or prior to Closing, Buyer may waive such condition and, with respect to the agreement, contract, permit or similar asset for which consent has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Assetcontained, this Agreement shall not constitute an agreement to assign the same if an attempted or actual assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under Xxxxxxx and the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, SellerBuyer, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expenseany terms of or limitations relating to such asset, shall act after the Closing as Purchaser's agent in order use their reasonable best efforts to obtain for the Purchaser Buyer the benefits thereunder, and Seller shall cooperate, cooperate to the maximum extent permitted by law and the specific Acquired Assets with Purchaser any terms of or limitations relating to such asset, in any other reasonable arrangement designed to provide such benefits to Purchaserthe Buyer, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder , and if the Buyer has obtained such benefits, the Buyer shall not be in limitation of Purchaserdischarge Matthew's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to obligations thereunder arising from and after the Closing Date, except for those obligations arising because of Matthew's breach.

Certain Consents. To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, Seller shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. Notwithstanding the preceding sentence, Seller shall not be obligated to obtain any consent required under the LaFrxxxx Xxxeement. If any such necessary consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expenseAsset, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Purchaser shall reimburse Seller for its out-of-pocket costs with respect to such action. Furthermore, Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation Purchaser, and not Seller, shall be responsible for any amounts that may become due or other obligations that may arise as a result of Seller hereunder shall not be in limitation of PurchaserSeller's right actions pursuant to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date4.3.

Certain Consents. To the extent that Seller's rights under any ---------------- agreement, Assumed Contract, commitment, lease, Permit, Real Property Lease or other Acquired Purchased Asset to be assigned to Purchaser Buyer hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser Buyer of an Acquired a Purchased Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, Seller shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. Buyer shall be responsible for the costs of obtaining consents for the agreements identified on Schedule 3.3, and Seller shall be responsible for the costs of obtaining other consents. If any such necessary consent not identified on Schedule 3.3 shall not be obtained or if any attempted assignment thereof would be ineffective or would impair PurchaserBuyer's rights under the Acquired Asset Purchased Assets in question so that Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expensePurchased Asset, shall act after the Closing as PurchaserBuyer's agent in order to obtain for the Purchaser Buyer the benefits thereunder, and Seller shall be responsible for its out-of-pocket costs with respect to such action. Furthermore, Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Purchased Assets, with Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to PurchaserBuyer in respect of any necessary consent not identified on Schedule 3.3, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

Certain Consents. To the extent that Seller's the rights of Seller ---------------- under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease (as hereinafter defined), or other Acquired Asset to be assigned to Purchaser by Seller hereunder may not be assigned without the consent of another person which has not been obtained prior EXECUTION COPY to the Closing Date, and which is material materially important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or sublease, subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

Certain Consents. To Except for the consent of CUE to the assignment to Purchaser of the CUE Regional Affiliate Agreement, the receipt of which is a condition precedent to the obligations of Purchaser hereunder, to the extent that Seller's the rights of Seller under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser by Seller hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material materially important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would materially impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall shall, at its expense, act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or sublease, subcontract or similar arrangement. The obligation of Notwithstanding anything to the contrary stated herein, in using its best efforts to obtain any such consent or in acting as Purchaser's agent after the Closing, Seller hereunder shall not be in limitation of Purchaser's right required to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior pay other than nominal amounts to the Closing Datethird parties.

Certain Consents. To the extent that Seller's Sellers' rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and each Seller, at its expense, shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such necessary consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, SellerSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section SECTION 13.1(b) hereof if Sellers shall not have obtained the consents identified on SCHEDULE 4.5 in accordance with the terms thereofhereof, at or prior to the Closing Date. Notwithstanding the forgoing, Purchaser, and not Sellers, shall be responsible for any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to this SECTION 4.5.

Certain Consents. To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

Certain Consents. To the extent that Seller's rights under any ---------------- agreement, Assigned Contract, commitment, lease, Permit, Real Property Lease Permit or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which which, in Purchaser's opinion, is material important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and SellerSeller and Shareholder, at its their expense, shall use its their respective commercially reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, SellerSeller and Shareholder, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's and Shareholder's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller and Shareholder hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

Certain Consents. To the extent that Seller's the rights of Seller under any ---------------- ----------------- agreement, Contract, Telephone Contract, commitment, lease, Permit, Real Property Lease Office Lease, or other Acquired Asset to be assigned to Purchaser by Seller hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material materially important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or sublease, subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.