Common use of Certain Consents Clause in Contracts

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permit, franchise or claim of the Business that is by its terms or in Law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers would not, as a matter of law, pass to Netzee as an incident of the assignments provided for by this Agreement. In order to provide Netzee with the full realization and value of every contract, agreement, permit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assets, the Sellers on and after the Second Closing Date will, at the reasonable request of Netzee, in the name of any of the Sellers or otherwise as Netzee shall reasonably specify, take all commercially reasonable action (a) to assure that the rights of the Sellers under such contracts, agreements, permits, franchises and claims shall be preserved for the benefit of Netzee and (b) to facilitate receipt of the consideration to be received by the Sellers under every such contract, agreement, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; provided, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewith. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers to convey or assign valid title to all the Purchased Assets to Netzee.

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to assign any contract, agreementContract, permit, franchise or claim of included in the Business that Purchased Assets which is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers Seller would not, as a matter of law, pass to Netzee Buyer as an incident of the assignments assignment provided for by this Agreement. In order order, however, to provide Netzee Buyer with the full realization and value of every contract, agreementContract, permit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers on and Seller after the Second Closing Date willshall, at the reasonable request and under the direction of Netzee, Buyer in the name of any of the Sellers Seller or otherwise as Netzee Buyer shall reasonably specify, take all commercially reasonable action (aincluding the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Sellers Seller under such contracts, agreementsContracts, permits, franchises and claims shall be preserved for the benefit of Netzee Buyer and (bii) to facilitate receipt of the consideration to be received by the Sellers Seller in and under every such contract, agreementContract, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithBuyer. Nothing in this Section 1.7 shall in any way diminish the Seller's obligation of the Sellers hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second the Closing as are necessary to enable the Sellers Seller to convey or assign valid title to all the Purchased Assets to NetzeeBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permit, franchise franchise, or claim of included in the Business that Purchased Assets which is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers PRGUSA would not, as a matter of law, pass to Netzee Purchaser as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee with Purchaser the full realization and value of every contract, agreement, permit, franchise and claim of the character described in the immediately preceding sentence sentence, each of PRGUSA and which are part of the Purchased Assets, the Sellers Purchaser agrees that on and after the Second Closing Date willClosing, at subject to the reasonable request other terms and conditions of Netzeethis Agreement and the Subcontractor Agreement, in the name of any of the Sellers or otherwise as Netzee shall reasonably specify, it will take all commercially reasonable action as shall be necessary or proper (a) to assure that the rights of the Sellers PRGUSA under such contracts, agreements, permits, franchises franchises, and claims shall be preserved for the benefit of Netzee Purchaser and (b) to facilitate receipt of the consideration to be received by the Sellers PRGUSA in and under every such contract, agreement, permit, franchise franchise, and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithPurchaser. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers or increase PRGUSA's obligations hereunder to obtain all consents and approvals and as elsewhere set forth in this Agreement. Nothing contained in this Section shall require PRGUSA to take all such other actions prior to pay money or at Second Closing as are necessary to enable the Sellers to convey or assign valid title to all the Purchased Assets to Netzeeincur additional liabilities.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Business that Transferred Assets which is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers Transferor would not, as a matter of law, pass to Netzee Transferees as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee Transferees with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers Transferor agrees that on and after the Second Closing Date Closing, they will, at the reasonable request and under the direction of NetzeeTransferees, in the name of any of the Sellers Transferor or otherwise as Netzee Transferees shall reasonably specify, specify take all commercially reasonable action (aincluding without limitation the appointment of the appropriate Transferee as attorney-in-fact for Transferor) and do or cause to be done all such things as shall in the opinion of Transferees or their counsel be necessary or proper (i) to assure that the rights of the Sellers Transferor under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of Netzee Transferees and (bii) to facilitate receipt of the consideration to be received by the Sellers Transferor in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithTransferees. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers Transferor's obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers Transferor to convey or assign valid title to all the Purchased Transferred Assets to NetzeeTransferees.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreementContract, permit, franchise or claim of included in the Business that Purchased Assets which is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers Seller would not, not as a matter of law, pass to Netzee Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee Buyer with the full realization and value of every contract, agreementContract, permit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers on and Seller after the Second Closing Date willClosing, shall, at the reasonable request and under the direction of NetzeeBuyer, in the name of any of the Sellers Seller or otherwise as Netzee Buyer shall reasonably specify, specify take all commercially reasonable action (aincluding without limitation the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Sellers Seller under such contracts, agreementsContracts, permits, franchises and claims shall be preserved for the benefit of Netzee Buyer and (bii) to facilitate receipt of the consideration to be received by the Sellers Seller in and under every such contract, agreementContract, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either caseBuyer, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewith. Nothing in this Section 1.7 shall in any way diminish the Seller’s obligation of the Sellers hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second the Closing as are necessary to enable the Sellers Seller to convey or assign valid title to all the Purchased Assets to NetzeeBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permit, franchise permit or claim of the Business that is by its terms or in Law nonassignable law non-assignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one the Company or more of the Sellers Seller would not, as a matter of law, pass to Netzee Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee with Buyer the full realization and value of every contract, agreement, permit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers on and after the Second Closing Date willClosing, at Seller shall take all reasonable action (including without limitation the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such things as shall in the reasonable request opinion of Netzee, in the name of any of the Sellers Buyer or otherwise as Netzee shall reasonably specify, take all commercially reasonable action its counsel be necessary or proper (a) to assure that the rights of Seller and the Sellers Company under such contracts, agreements, permits, franchises and claims shall be preserved for the benefit of Netzee Buyer and (b) to facilitate receipt of the consideration to be received by the Sellers Company or Seller in and under every such contract, agreement, permit, franchise permit and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithBuyer. Nothing in this Section 1.7 1.6 shall in any way diminish the obligation of the Sellers Seller's obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers Seller to convey or assign valid title of the Shares to all the Purchased Assets to NetzeeBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign transfer the rights or obligations under any contract, agreement, permitPermit, franchise or claim of the Business Company that is are by its their terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers Company would not, as a matter of law, pass to Netzee Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee Buyer with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers Company agrees that on and after the Second Closing Date Date, it will, at the reasonable request and under the direction of Netzee, in the name of any of the Sellers or otherwise as Netzee shall reasonably specifyBuyer, take all commercially reasonable action (aincluding without limitation the appointment of Buyer as attorney-in-fact for the Company) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Sellers Company under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of Netzee Buyer and (bii) to facilitate receipt of the consideration to be received by the Sellers Company in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithBuyer. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers Company and Shareholder hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers Company to convey or assign valid title to all the Purchased Assets to NetzeeBuyer free and clear of any and all Encumbrances other than Permitted Encumbrances.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Business that Purchased Assets which is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers would not, as a matter of law, pass to Netzee Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee Buyer with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers agree that on and after the Second Closing Date Closing, it will, at the reasonable request and under the direction of NetzeeBuyer, in the name of any of the Sellers or otherwise as Netzee Buyer shall reasonably specify, specify take all commercially reasonable action (aincluding without limitation the appointment of Buyer as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Sellers under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of Netzee Buyer and (bii) to facilitate receipt of the consideration to be received by the Sellers in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithBuyer. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers to convey or assign valid title to all the Purchased Assets to NetzeeBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Business that Purchased Assets which is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers Seller would not, as a matter of law, pass to Netzee Purchasers as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee Purchasers with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers agree that on and after the Second Closing Date Closing, they will, at the reasonable request and under the direction of NetzeePurchasers, in the name of any of the Sellers or otherwise as Netzee Purchasers shall reasonably specify, specify take all commercially reasonable action (aincluding without limitation the appointment of the appropriate Purchaser as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Purchasers or their counsel be necessary or proper (i) to assure that the rights of the Sellers under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of Netzee Purchasers and (bii) to facilitate receipt of the consideration to be received by the Sellers in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithPurchasers. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers to convey or assign valid title to all the Purchased Assets to NetzeePurchasers.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Business that Purchased Assets which is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers would not, as a matter of law, pass to Netzee Purchasers as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee Purchasers with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and which are part of under the Purchased Assetscircumstances described in the immediately preceding sentence, the Sellers agrees that on and after the Second Closing Date Closing, they will, provided that Purchasers and Sellers split equally any out of pocket expenses at the reasonable request and under the direction of NetzeePurchasers, in the name of any of the Sellers or otherwise as Netzee Purchasers shall reasonably specify, specify take all commercially reasonable action (aincluding without limitation the appointment of the appropriate Purchasers as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Purchasers or their counsel be necessary or proper (i) to assure that the rights of the Sellers under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of Netzee Purchasers and (bii) to facilitate receipt of the consideration to be received by the Sellers in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithPurchasers. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers to convey or assign valid title to all the Purchased Assets to NetzeePurchasers.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise or claim of the Business Sellers that is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers would not, as a matter of law, pass to Netzee Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee Buyer with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers agree that on and after the Second Closing Date Date, they will, at the reasonable request and under the direction of NetzeeBuyer, in the name names of any of the Sellers or otherwise as Netzee Buyer shall reasonably specify, take all commercially reasonable action (aincluding, without limitation, the appointment of Buyer as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Sellers under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of Netzee Buyer and (bii) to facilitate receipt of the consideration to be received by the Sellers in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be promptly delivered to Netzee; providedto, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewithBuyer. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers to convey or assign valid title to all the Purchased Assets to NetzeeBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permit, franchise or claim of the Business Company that is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers Company would not, as a matter of law, pass to Netzee the Purchaser as an incident of the assignments provided for by this Agreement. In order to provide Netzee the Purchaser with the full realization and value of every contract, agreement, permit, franchise and claim of the character described in the immediately preceding sentence and which are part of the Purchased Assetssentence, the Sellers Company on and after the Second Closing Date will, at the reasonable request and under the direction of Netzeethe Purchaser, in the name of any of the Sellers Company or otherwise as Netzee the Purchaser shall reasonably specify, take all commercially reasonable action (a) to assure that the rights of the Sellers Company under such contracts, agreements, permits, franchises and claims shall be preserved for the benefit of Netzee and the Purchaser, (b) to facilitate receipt of the consideration to be received by the Sellers Company under every such contract, agreement, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; provided, in either case, that Netzee reasonably cooperates with the Sellers Purchaser and promptly reimburses (c) to facilitate the Sellers for all payments required collection of any Company Approvals (as defined below) not obtained prior to be made by the Sellers in connection therewithor at Closing. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers Company hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers Company to convey or assign valid title to all the Purchased Assets to Netzeethe Purchaser.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Business that Purchased Assets which is by its terms or in Law law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by one or more of the Sellers Seller would not, as a matter of law, pass to Netzee Purchaser as an incident of the assignments provided for by this Agreement. In order order, however, to provide Netzee Purchaser with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and which are part of under the Purchased Assetscircumstances described in the immediately preceding sentence, the Sellers Seller agrees that on and after the Second Closing Date Closing, it will, provided that Purchaser and Seller split equally any out of pocket expenses at the reasonable request and under the direction of NetzeePurchaser, in the name of any of the Sellers Seller or otherwise as Netzee Purchaser shall reasonably specify, specify take all commercially reasonable action (aincluding without limitation the appointment of Purchaser as attorney-in-fact for Seller) and do or cause to be done all such things as shall in the opinion of Purchaser or its counsel be necessary or proper to assure that the rights of the Sellers Seller under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of Netzee and (b) to facilitate receipt Purchaser. Seller's out of the consideration to be received by the Sellers pocket expenses required under every such contract, agreement, permit, franchise and claim, which consideration this Section 2.11 shall be held for the benefit of, and shall be delivered limited to Netzee; provided, in either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewith$7,500. Nothing in this Section 1.7 shall in any way diminish the obligation of the Sellers Seller's obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Sellers Seller to convey or assign valid title to all the Purchased Assets to NetzeePurchaser.