Certain Consents. To the extent that the Seller's rights under any agreement, contract, commitment, lease, permit, real property lease or other Acquired Asset to be assigned to the Buyer hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing, and which is important to the ownership, use or disposition by the Buyer 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 the Seller, at the Buyer's expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer's rights under the Acquired Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the specific Acquired Asset, and at the Buyer's expense, shall act after the Closing as the Buyer's agent in order to obtain for the Buyer the benefits thereunder.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Fields MRS Original Cookies Inc), Asset Purchase Agreement (Fields MRS Original Cookies Inc), Asset Purchase Agreement (Fields MRS Original Cookies Inc)
Certain Consents. To the extent that the Seller's rights under any agreement, contract, commitment, leaseContract, permit, real property lease or other Acquired Asset to be assigned to the Buyer Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the ClosingClosing Date, and which is important material to the ownership, use or disposition by the Buyer of an Acquired AssetAsset or the operation of the Business, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at the Buyer's expense, Seller shall use its commercially reasonable good faith efforts to obtain any such required consent(s) consents as promptly as possible. If any such necessary consent shall not be obtained or if any attempted assignment thereof would be ineffective or would impair the BuyerPurchaser's rights under the Acquired Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law applicable Laws and the specific Acquired Asset, and at the Buyer's expense, shall act after the Closing as the BuyerPurchaser's agent in order to obtain for the Buyer Purchaser the benefits thereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Homecom Communications Inc), Asset Purchase Agreement (Netzee Inc)
Certain Consents. To the extent that the Seller's ’s rights under any agreement, contractContract, commitment, lease, permitPermit, real property lease or other Acquired Purchased Asset to be assigned to the Buyer acquired by Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing, and which is important to the ownership, use or disposition by the Buyer of an Acquired Assetobtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at the Buyer's its expense, shall use its commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer's Purchaser’s rights under the Acquired Purchased Asset in question so that the Buyer Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the specific Acquired Purchased Asset, and at the Buyer's expense, shall act after the Closing as the Buyer's Purchaser’s agent in order to obtain for the Buyer Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sibling Group Holdings, Inc.)
Certain Consents. To the extent that the Seller's ’s rights under any agreement, contract, commitment, lease, permit, real property lease Assumed Contract or other Acquired Asset Assumed Lease to be assigned to the Buyer hereunder may not be assigned without the consent of another person which has not been obtained prior to the ClosingClosing Date, and which is important to the ownership, use or disposition by the Buyer 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 following the SellerClosing Date, Seller at the Buyer's its expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective ineffective, have a Material Adverse Effect, or would otherwise materially impair the Buyer's ’s rights under or to the Acquired Asset in question so that the Buyer would not in effect acquire the benefit of substantially all such rights, the SellerSeller shall, to the maximum extent permitted by law and the specific Acquired Asset, and at the Buyer's ’s expense, shall act after the Closing as the Buyer's ’s agent in order to obtain for the Buyer the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer, including any sublease or subcontract or similar arrangement.
Appears in 1 contract
Samples: Asset Purchase Agreement (bioAffinity Technologies, Inc.)