Common use of Certain Consents Clause in Contracts

Certain Consents. (a) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any of the Assigned Contracts, or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to the Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such consents and novations.

Certain Consents. Subject to the other provisions of this Agreement, including ‎Section 5.03, from and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the terms and conditions of ‎Article 9, each party shall, and shall cause its Affiliates to, cooperate with the other party and its Affiliates in good faith and use its and their respective commercially reasonable efforts to (a) Notwithstanding consult with such other party and its Affiliates in good faith to determine whether any other provision Third Party Approval (including any third party notices) is required in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, (b) take such actions and furnish such information (subject to the contraryterms and conditions set forth in ‎Section 5.04) as the parties, following consultation with one another in accordance with the preceding clause (a), mutually reasonably determine may be required in connection therewith, and (c) obtain at the earliest practicable date all Third Party Approvals, and send all third party notices, in each case, as set forth on Section 5.21 of the Seller Disclosure Schedule or as required for either party to the Transition Services Agreement to perform its obligations thereunder (and, to the extent that a third party requires a party that is a “Provider” of a service under the Transition Services Agreement to make any payment to obtain such Third Party Approval (any such payment, a “Consent Fee”), each party shall be responsible for 50% of such Consent Fee); provided that neither Seller nor any of its Affiliates (including the Assigned ContractsCompanies) shall be required to, or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable and without the consentprior written consent of Buyer permitted (other than with respect to Liabilities satisfied and discharged in full prior to the Closing) to, waiver incur any Liabilities, make any payment to any Person, commence, defend or approval of another partyparticipate in any litigation, provide any financial or other accommodation or concession or agree to any amendment, condition or obligation (including any amendment to any existing condition or obligation) in order to obtain any Third Party Approval necessary or desirable to consummate the transactions contemplated by this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract and the other Transaction Agreements or otherwise trigger comply with their obligations under this ‎Section 5.21, except that each party shall bear 50% of any termination or renegotiation right of such other Consent Fees arising from Third Party Approvals needed for either party to the Assigned Contract. Transition Services Agreement to perform its obligations thereunder (b) Prior to the Closing Datewhich Third Party Approvals Seller will, the Seller and the Buyer shall cooperate and with reasonable cooperation from Buyer, use commercially reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the Closing DateClosing, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer subject to the allocation of Consent Fees as set forth in this proviso). Notwithstanding anything to the contrary in this Agreement, it is acknowledged and agreed by each of Buyer the benefits intended to be assigned toand Seller that, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect obtaining any Third Party Approval is not a condition to any Assigned Contract, at party’s obligations to effect the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer Closing in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such consents and novationsaccordance herewith.

Certain Consents. (a) Notwithstanding any other provision of Nothing in this Agreement shall be construed as an agreement to assign any contract, agreement, permit, franchise, right or claim included in the Purchased Assets which is by its terms or in law nonassignable, or is not 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 Sellers would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). Buyer shall reasonably cooperate with Sellers in their effort to obtain any such consent, including without limitation providing its financial statements to the contraryother party to the applicable contract or agreement subject to a confidentiality agreement and using its commercially reasonable efforts to obtain surety bonds with respect to the applicable contract or agreement; provided, that the parties acknowledge that Buyer may not be able to obtain such bonds until after the Closing. To the extent that any of the Assigned Contractssuch consent or approval in respect of, or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consentan novation of, waiver or approval of another party, this Agreement a Non-Assignable Contract shall not constitute an assignment have been obtained on or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to before the Closing Date, the Seller and the Buyer parties shall cooperate and use their commercially reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith any reasonable arrangement, to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed extent permitted by law, to provide or transfer to assure the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit Non-Assignable Contract and to the extent that the allow Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its Sellers' obligations under such Assigned Non-Assignable Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out after the Effective Time. To the extent lawful and reasonable under the circumstances, including the obtaining of any such necessary consent or relating approval after the Closing (provided that Sellers and their Affiliates shall not be required to pay any money or other consideration in excess of nominal amounts to effect such consent or approval), Sellers, at the request and under the direction of Buyer, shall take all reasonable actions to assure that the rights of the Sellers under the Non-Assignable Contracts shall be preserved for the benefit of and delivered to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; . Nothing in this Section shall in any way diminish Parent's and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected Sellers' obligations hereunder to have the effect of delaying, impairing or impeding the receipt of any such obtain all consents and novationsapprovals (except for the Purchase Order Consents) and to take all such other actions prior to or at Closing as are necessary to enable Sellers to convey or assign valid title to all the Purchased Assets to Buyer.

Certain Consents. The Company and Mattel shall use reasonable efforts (awhich shall not include the payment of money by Mattel) Notwithstanding any other provision to obtain all consents and approvals required for the assignment, effective as of this Agreement the Closing, to the contraryTLC Subsidiaries of the Contracts relating to the TLC Business to which Mattel is a party that are set forth in Section 5.7 of the TLC Disclosure Schedule ("Parent-Level Contracts"). From and after the Closing, for so long as such consent or approval cannot be obtained, Mattel shall, to the extent that any reasonably practicable, provide the Company or the assignee of the Assigned Company in a Liquidity Event (or, as applicable, the TLC Subsidiaries) the economic benefit (taking into account costs and benefits with respect to Taxes) of the Parent-Level Contracts to the same extent as if Mattel had not been precluded from assigning such agreements to the TLC Subsidiaries, and the Company shall or shall cause a TLC Subsidiary (or shall cause such assignee) to perform all obligations and assume all liabilities and obligations under such Parent-Level Contracts. If the Taxes and other costs imposed upon Mattel in respect of the performance of such Parent-Level Contracts exceed the monies received by Mattel in respect thereof, the Company shall (or shall cause such assignee to) promptly reimburse Mattel for such excess. Nothing in this Agreement shall be construed as an attempt to assign any Parent- Level Contract or any right thereto that by the terms of such Parent-Level Contract is not assignable without the consent of the other party to such contract or if an assignment or transfer or attempt to make such an assignment or transfer without the consent of a third party or a waiver of a third party's rights would constitute a breach or violation thereof or adversely affect the rights of Mattel, the Company, or any of the rights TLC Subsidiaries thereunder or claims thereto. Any transfer of any Parent- Level Contract described in Section 1.1(a)(x) the preceding sentence shall be made subject to such consent or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to the Closing Date, the Seller being obtained. If and the Buyer shall cooperate and use reasonable efforts to obtain when such consents and novations approvals are obtained, the transfer of the applicable Parent-Level Contract shall be effected in accordance with Section 5.2the terms of this Agreement. If any such consent For U.S. federal income tax purposes, the parties shall treat the Parent-Level Contracts as owned, from and after the Closing, by the Company or novation shall not be obtained prior to a Subsidiary of the Closing DateCompany, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into otherwise required pursuant to a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such consents and novationsDetermination.

Certain Consents. (ai) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any of the RD-180 Assigned Contracts, or any of the rights or claims described in Section 1.1(a)(x13.1(a)(vii) or Liabilities of the Seller described in Section 1.2(a)(i13.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such RD-180 Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the such RD-180 Assigned Contract. (bii) Prior to the RDA Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the RDA Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any RD-180 Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or Buyer, the Companies and PWPG would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned RD-180 Assigned Contract for the duration of such RD-180 Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such RD-180 Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such RD-180 Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies and PWPG shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such consents and novations.

Certain Consents. (a) Notwithstanding any other provision of this Agreement Prior to the contraryClosing, with respect to any Key Customer Contract and Key Vendor Contract (collectively, the “Key Contracts”), each party agrees to cooperate and use commercially reasonable efforts to obtain Consents of each counterparty to each such Key Contract that are required in connection with the Transactions (collectively, the “Contract Consents”). In furtherance of the foregoing, (i) for each Contract Consent, Seller or one of its Controlled Affiliates shall send a notice, in a form to be mutually agreed upon by Seller and Purchaser, to each counterparty to the applicable Key Contract that requires such Contract Consent prior to the Closing, and (ii) with respect to any Contracts or understandings listed on Schedule 6.4(a) of the Seller Disclosure Schedule (each a “Specified Shared Contract”), Seller and Purchaser shall cooperate with each other and use their commercially reasonable efforts prior to the Closing (A) to divide, modify or replicate (in whole or in part) the respective rights, obligations and liabilities relating to the Business under and in respect of such Specified Shared Contract, or (B) to the extent that any the action contemplated in the foregoing clause (A) is not possible, novate the respective rights, obligations and liabilities relating to the Business under and in respect of such Specified Shared Contract, such that, effective as of the Assigned ContractsClosing, (1) Purchaser or any its designated Affiliate is the beneficiary of the post-Closing rights, and is responsible for the post-Closing obligations and liabilities, related to that portion of such Specified Shared Contract related solely to the operation or conduct of the Business (the “Business Portion”) (so that, subsequent to the Closing, the Seller Group shall have no post-Closing rights or post-Closing obligations and liabilities with respect to the Business Portion of such Specified Shared Contract) and (2) the Seller Group is the beneficiary of the rights and is responsible for the obligations and liabilities related to such Specified Shared Contract other than the Business Portion (the “Non-Business Portion”) (so that, subsequent to the Closing, Purchaser and its Affiliates shall have no rights, obligations or claims described in Section 1.1(a)(x) or Liabilities of liabilities with respect to the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right Non-Business Portion of such other party to the Assigned Specified Shared Contract). (b) Prior to If the Closing Dateoccurs before all Shared Contracts are assigned or otherwise divided, the modified or replicated pursuant to Section 6.4(a), Seller and the Buyer Purchaser shall cooperate and use commercially reasonable efforts to obtain and cooperate with each other in any mutually agreeable and lawful arrangement under which Seller or one of its Controlled Affiliates will provide Purchaser or its designated Affiliate the economic claims, rights and benefits of the Business Portion of such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to Specified Shared Contract until the earliest of (i) the expiration of the then-current term, (ii) twelve (12) months following the Closing DateDate and (iii) the termination of or amendment to such Specified Shared Contract upon mutual agreement by the parties; provided that any early termination fees or similar fees incurred by Seller or any of its Controlled Affiliates in connection with the termination or amendment of such Specified Shared Contract pursuant to this clause (iii) shall be borne by Purchaser. Such arrangement may include subcontracting, except with respect sublicensing or subleasing to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide Purchaser or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer its designated Affiliate of any and all rights of Seller or its applicable Controlled Affiliate under the Business Portion of such Specified Shared Contract to the extent not prohibited under such Specified Shared Contract. (c) Notwithstanding anything to the contrary contained in this Agreement, neither Seller against the other party thereto arising out nor any of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer its Affiliates shall (i) pay be required to expend any money, commence or satisfy the corresponding participate in any Proceeding, incur liabilities for the enjoyment of such benefit or offer or grant any accommodation (financial or otherwise) to the extent that the Buyer any third party to obtain any Consent described in this Section 6.4 or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written have any obligation pursuant to this Section 6.4 with respect to any Key Customer Contract with or Key Vendor Contract that is governed by the Transition Services Agreement. (d) From and after the Closing, (i) Purchaser shall indemnify and hold harmless the Seller to act as a subcontractor of the Seller to perform any Group from and against all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of from or relating to the Buyer’s performance as Business Portion of any Shared Contract, (ii) Seller shall indemnify and hold harmless the applicable Purchaser and the Acquired Companies from and against all Losses arising from or relating to the Non-Business Portion of any Shared Contract, (iii) Purchaser and the Acquired Companies shall not extend the term or otherwise amend the terms of any Shared Contract in a subcontractor manner that would adversely affect any member of the Seller under subparagraph (ii) above; Group without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed and (viv) procure that Seller and the Companies other members of the Seller Group shall refrain from taking not extend the term or otherwise amend the terms of any action Shared Contract in a manner that would reasonably adversely affect Purchaser or the Acquired Companies in any material respect without Purchaser’s prior written consent, which consent shall not be expected to have the effect of delayingunreasonably withheld, impairing conditioned or impeding the receipt of any such consents and novationsdelayed.