Common use of Certain Consents Clause in Contracts

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to assign any Contract, permit, franchise or claim included in the 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 Seller would not, as a matter of law, pass to Buyer as an incident of the assignment provided for by this Agreement. In order, however, to provide Buyer with the full realization and value of every Contract, permit, franchise and claim of the character described in the immediately preceding sentence, Seller after the Closing shall, at the request and under the direction of Buyer in the name of Seller or otherwise as Buyer shall specify, take all reasonable action (including 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 Seller under such Contracts, permits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt of the consideration to be received by Seller in and under every such Contract, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Nothing in this Section shall in any way diminish 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 Seller to convey or assign valid title to all the Purchased Assets to Buyer.

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

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

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to assign any Contractcontract, agreement, permit, franchise or claim included in of the Purchased Assets which Business 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 Seller one or more of the Sellers would not, as a matter of law, pass to Buyer Netzee as an incident of the assignment assignments provided for by this Agreement. In order, however, order to provide Buyer Netzee with the full realization and value of every Contractcontract, agreement, permit, franchise and claim of the character described in the immediately preceding sentencesentence and which are part of the Purchased Assets, Seller the Sellers on and after the Second Closing shallDate will, at the reasonable request and under the direction of Buyer Netzee, in the name of Seller any of the Sellers or otherwise as Buyer Netzee shall reasonably specify, take all commercially reasonable action (including 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 (ia) to assure that the rights of Seller the Sellers under such Contractscontracts, agreements, permits, franchises and claims shall be preserved for the benefit of Buyer Netzee and (iib) to facilitate receipt of the consideration to be received by Seller in and the Sellers under every such Contractcontract, agreement, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered toto Netzee; provided, Buyerin 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 Seller's the obligation of the Sellers hereunder to obtain all consents and approvals and to take all such other actions prior to or at the Second Closing as are necessary to enable Seller the Sellers to convey or assign valid title to all the Purchased Assets to BuyerNetzee.

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to assign any Contractcontract, permitagreement, franchise Permit, franchise, or claim included in the 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 Seller would not, as a matter of law, pass to Buyer Purchaser as an incident of the assignment assignments provided for by this Agreement. In order, however, to provide Buyer Purchaser with the full realization and value of every Contractcontract, permitagreement, Permit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Seller agrees that on and after the Closing shallClosing, it will, provided that Purchaser and Seller split equally any out of pocket expenses at the request and under the direction of Buyer Purchaser, in the name of Seller or otherwise as Buyer Purchaser shall specify, specify take all reasonable action (including without limitation the appointment of Buyer Purchaser as attorney-in-fact for Seller) and do or cause to be done all such things as shall in the opinion of Buyer Purchaser or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contractscontracts, permitsagreements, Permits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt Purchaser. Seller's out of the consideration to be received by Seller in and pocket expenses required under every such Contract, permit, franchise and claim, which consideration this Section 2.11 shall be held for the benefit of, and shall be delivered to, Buyerlimited to $7,500. Nothing in this Section shall in any way diminish Seller's obligation obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at the Closing as are necessary to enable Seller to convey or assign valid title to all the Purchased Assets to BuyerPurchaser.

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to assign transfer the rights or obligations under any Contractcontract, permitagreement, Permit, franchise or claim included in of the Purchased 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 Seller the Company would not, as a matter of law, pass to Buyer as an incident of the assignment assignments provided for by this Agreement. In order, however, to provide Buyer with the full realization and value of every Contractcontract, permitagreement, Permit, franchise and claim of the character described in the immediately preceding sentence, Seller the Company agrees that on and after the Closing shallDate, it will, at the request and under the direction of Buyer in the name of Seller or otherwise as Buyer shall specifyBuyer, take all reasonable action (including without limitation the appointment of Buyer as attorney-in-fact for Sellerthe 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 Seller the Company under such Contractscontracts, permitsagreements, Permits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt of the consideration to be received by Seller the Company in and under every such Contractcontract, permitagreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Nothing in this Section shall in any way diminish Seller's 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 the Closing as are necessary to enable Seller the Company to convey or assign valid title to all the Purchased Assets to BuyerBuyer 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 Contractcontract, permitagreement, franchise Permit, franchise, or claim included in the 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 Seller Sellers would not, as a matter of law, pass to Buyer as an incident of the assignment assignments provided for by this Agreement. In order, however, to provide Buyer with the full realization and value of every Contractcontract, permitagreement, Permit, franchise and claim of the character described in the immediately preceding sentence, Seller Sellers agree that on and after the Closing shallClosing, it will, at the request and under the direction of Buyer Buyer, in the name of Seller Sellers or otherwise as Buyer shall specify, specify take all reasonable action (including without limitation the appointment of Buyer as attorney-in-fact for SellerSellers) 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 Seller Sellers under such Contractscontracts, permitsagreements, Permits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt of the consideration to be received by Seller Sellers in and under every such Contractcontract, permitagreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Nothing in this Section shall in any way diminish Seller's obligation Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at the Closing as are necessary to enable Seller Sellers to convey or assign valid title to all the Purchased Assets to Buyer.