Common use of Certain Consents Clause in Contracts

Certain Consents. To the extent that Sellers' rights under any Acquired Asset (including, without limitation, the leases listed on Disclosure Schedule 4.12(b) and the Liquor Licenses) to be transferred or assigned to Buyer hereunder may not be transferred or assigned without the consent of another Person, which consent has not been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Sellers, at their expense, shall use their reasonable best efforts to obtain any such required 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 Buyer's rights under the Acquired Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Sellers, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' expense, shall act after the Closing as Buyer's agent in order to obtain for the Buyer the benefits thereunder, and Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer, including any sublease, subcontract or similar arrangement.

Certain Consents. To the extent that Sellers' the rights of Seller ---------------- under any agreement, Contract, commitment, lease, Permit, Real Property Lease (as hereinafter defined), 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 Buyer Purchaser by Seller hereunder may not be transferred or assigned without the consent of another Person, person which consent has not been obtained prior EXECUTION COPY to the Closing Date, and which is 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 SellersSeller, at their its expense, shall use their reasonable its best efforts to obtain any such required consent consent(s) 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 BuyerPurchaser's rights under the Acquired Asset in question so that Buyer Purchaser would not in effect acquire the benefit of all such rights, SellersSeller, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' Seller's expense, shall act after the Closing as BuyerPurchaser's agent in order to obtain for the Buyer Purchaser the benefits thereunder, and Sellers Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired AssetAssets, with Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to BuyerPurchaser, including any sublease, subcontract or similar arrangement.

Certain Consents. To the extent that Sellers' the rights of Seller under any ----------------- agreement, Contract, Telephone Contract, commitment, lease, Permit, Office 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 Buyer Purchaser by Seller 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 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 SellersSeller, at their its expense, shall use their reasonable its best efforts to obtain any such required consent consent(s) 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 BuyerPurchaser's rights under the Acquired Asset in question so that Buyer Purchaser would not in effect acquire the benefit of all such rights, SellersSeller, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' Seller's expense, shall act after the Closing as BuyerPurchaser's agent in order to obtain for the Buyer Purchaser the benefits thereunder, and Sellers Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired AssetAssets, with Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to BuyerPurchaser, including any sublease, subcontract or similar arrangement.

Certain Consents. To the extent that Sellers' Seller's 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 Buyer Purchaser 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 SellersSeller, at their its expense, shall use their its reasonable best good faith efforts to obtain any such required consent consent(s) 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 BuyerPurchaser's rights under the Acquired Asset in question so that Buyer Purchaser would not in effect acquire the benefit of all such rights, SellersSeller, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' Seller's expense, shall act after the Closing as BuyerPurchaser's agent in order to obtain for the Buyer Purchaser the benefits thereunder, and Sellers Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Asset, Assets with Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to BuyerPurchaser, including any sublease, 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 Sellers' Seller's rights under any agreement, Contract, commitment, lease, Permit, 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 Buyer Purchaser 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 Sellers, at their expense, Seller shall use their its reasonable best good faith efforts to obtain any such required consent 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 transfer or assignment would be ineffective or would impair BuyerPurchaser's rights under the Acquired Asset in question so that Buyer Purchaser would not in effect acquire the benefit of all such rights, SellersSeller, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' expenseAsset, shall act after the Closing as BuyerPurchaser's agent in order to obtain for the Buyer Purchaser the benefits thereunder, and Sellers 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 AssetAssets, with Buyer Purchaser in any other reasonable arrangement designed to provide such benefits to BuyerPurchaser, including any sublease, sublease or subcontract or similar arrangement. 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's actions pursuant to this Section 4.3.

Certain Consents. To the extent that Sellers' Seller's rights under any Acquired agreement, Assumed Contract, commitment, lease, Permit, or other Purchased Asset (including, without limitation, the leases listed on Disclosure Schedule 4.12(b) and the Liquor Licenses) to be transferred or assigned to 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 Buyer of 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 Sellers, at their expense, Seller shall use their its reasonable best good faith efforts to obtain any such required consent 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 transfer or assignment thereof would be ineffective or would impair Buyer's rights under the Acquired Asset Purchased Assets in question so that Buyer would not in effect acquire the benefit of all such rights, SellersSeller, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' expensePurchased Asset, shall act after the Closing as Buyer's agent in order to obtain for the Buyer the benefits thereunder, and Sellers 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 AssetPurchased Assets, with Buyer in any other reasonable arrangement designed to provide such benefits to BuyerBuyer in respect of any necessary consent not identified on Schedule 3.3, including any sublease, sublease or subcontract or similar arrangement.