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 included in the Transferred Assets which 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 Transferor would not, as a matter of law, pass to Transferees as an incident of the assignments provided for by this Agreement. In order, however, to provide Transferees with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence, Transferor agrees that on and after the Closing, they will, at the request and under the direction of Transferees, in the name of Transferor or otherwise as Transferees shall specify take all reasonable action (including 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 Transferor under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Transferees and (ii) to facilitate receipt of the consideration to be received by Transferor in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Transferees. Nothing in this Section shall in any way diminish Transferor's obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Transferor to convey or assign valid title to all the Transferred Assets to Transferees.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, Permitpermit, franchise, or claim included in the Transferred Purchased Assets which 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 Transferor PRGUSA would not, as a matter of law, pass to Transferees Purchaser as an incident of the assignments provided for by this Agreement. In order, however, to provide Transferees with Purchaser the full realization and value of every contract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentence, Transferor each of PRGUSA and Purchaser agrees that on and after the Closing, they willsubject to the other terms and conditions of this Agreement and the Subcontractor Agreement, at the request and under the direction of Transferees, in the name of Transferor or otherwise as Transferees shall specify it will take all commercially reasonable action (including 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 (ia) to assure that the rights of Transferor PRGUSA under such contracts, agreements, Permitspermits, franchises franchises, and claims shall be preserved for the benefit of Transferees Purchaser and (iib) to facilitate receipt of the consideration to be received by Transferor PRGUSA in and under every such contract, agreement, Permitpermit, franchise franchise, and claim, which consideration shall be held for the benefit of, and shall be delivered to, TransfereesPurchaser. Nothing in this Section shall in any way diminish Transferoror 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 Closing as are necessary to enable Transferor to convey or assign valid title to all the Transferred Assets to Transfereesincur additional liabilities.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign transfer the rights or obligations under any contract, agreement, Permit, franchise, franchise or claim included in of the Transferred Assets which is Company that are by its their 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 Transferor the Company would not, as a matter of law, pass to Transferees Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Transferees Buyer with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence, Transferor the Company agrees that on and after the ClosingClosing Date, they it will, at the request and under the direction of TransfereesBuyer, in the name of Transferor or otherwise as Transferees shall specify take all reasonable action (including without limitation the appointment of the appropriate Transferee Buyer as attorney-in-fact for Transferorthe Company) and do or cause to be done all such things as shall in the opinion of Transferees Buyer or their its counsel be necessary or proper (i) to assure that the rights of Transferor the Company under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Transferees Buyer and (ii) to facilitate receipt of the consideration to be received by Transferor the Company in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, TransfereesBuyer. Nothing in this Section shall in any way diminish Transferor's obligations the obligation of the Company and Shareholder hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Transferor the Company to convey or assign valid title to all the Transferred Purchased Assets to TransfereesBuyer 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, Permit, franchise, or claim included in the Transferred Purchased Assets which 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 Transferor Sellers would not, as a matter of law, pass to Transferees Purchasers as an incident of the assignments provided for by this Agreement. In order, however, to provide Transferees Purchasers with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Transferor Sellers agrees that on and after the Closing, they will, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of TransfereesPurchasers, in the name of Transferor Sellers or otherwise as Transferees Purchasers shall specify take all reasonable action (including without limitation the appointment of the appropriate Transferee Purchasers as attorney-in-fact for TransferorSellers) and do or cause to be done all such things as shall in the opinion of Transferees Purchasers or their counsel be necessary or proper (i) to assure that the rights of Transferor Sellers under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Transferees Purchasers and (ii) to facilitate receipt of the consideration to be received by Transferor Sellers in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, TransfereesPurchasers. Nothing in this Section shall in any way diminish Transferor's Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Transferor Sellers to convey or assign valid title to all the Transferred Purchased Assets to TransfereesPurchasers.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contractContract, agreementpermit, Permit, franchise, franchise or claim included in the Transferred Purchased Assets which 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 Transferor Seller would not, not as a matter of law, pass to Transferees Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Transferees Buyer with the full realization and value of every contractContract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentence, Transferor agrees that on and Seller after the Closing, they willshall, at the request and under the direction of TransfereesBuyer, in the name of Transferor Seller or otherwise as Transferees Buyer shall specify take all reasonable action (including without limitation the appointment of the appropriate Transferee Buyer as attorney-in-fact for TransferorSeller) and do or cause to be done all such things as shall in the opinion of Transferees Buyer or their its counsel be necessary or proper (i) to assure that the rights of Transferor Seller under such contractsContracts, agreements, Permitspermits, franchises and claims shall be preserved for the benefit of Transferees Buyer and (ii) to facilitate receipt of the consideration to be received by Transferor Seller in and under every such contractContract, agreement, Permitpermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Transferees. Buyer, Nothing in this Section shall in any way diminish Transferor's obligations hereunder Seller’s obligation to obtain all consents and approvals and to take all such other actions prior to or at the Closing as are necessary to enable Transferor Seller to convey or assign valid title to all the Transferred Purchased Assets to TransfereesBuyer.

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to assign any contractContract, agreementpermit, Permit, franchise, franchise or claim included in the Transferred Purchased Assets which 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 Transferor Seller would not, as a matter of law, pass to Transferees Buyer as an incident of the assignments assignment provided for by this Agreement. In order, however, to provide Transferees Buyer with the full realization and value of every contractContract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentence, Transferor agrees that on and Seller after the Closing, they willClosing shall, at the request and under the direction of Transferees, Buyer in the name of Transferor Seller or otherwise as Transferees Buyer shall specify specify, take all reasonable action (including without limitation the appointment of the appropriate Transferee Buyer as attorney-in-fact for TransferorSeller) and do or cause to be done all such things as shall in the opinion of Transferees Buyer or their its counsel be necessary or proper (i) to assure that the rights of Transferor Seller under such contractsContracts, agreements, Permitspermits, franchises and claims shall be preserved for the benefit of Transferees Buyer and (ii) to facilitate receipt of the consideration to be received by Transferor Seller in and under every such contractContract, agreement, Permitpermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, TransfereesBuyer. Nothing in this Section shall in any way diminish TransferorSeller's obligations hereunder obligation to obtain all consents and approvals and to take all such other actions prior to or at the Closing as are necessary to enable Transferor Seller to convey or assign valid title to all the Transferred Purchased Assets to TransfereesBuyer.