Common use of Consent of Third Parties Clause in Contracts

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or the Transferring Entities to assign to HoldCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Xxxxxxxx Contributed Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities would not by Law pass to HoldCo as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent that any consent in respect of, or a novation of, a Non-Assignable Contract has not been obtained, Xxxxxxxx shall continue to use commercially reasonable efforts to obtain any such consent or novation until such time as it shall have been obtained, and Xxxxxxxx shall use commercially reasonable efforts to cooperate with HoldCo to provide that HoldCo shall receive the interest of Xxxxxxxx or the Transferring Entities in the benefits under such Non-Assignable Contract including performance by Xxxxxxxx or the Transferring Entities as agent if commercially reasonable, provided that HoldCo shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that HoldCo would have been responsible therefor if such consent or approval had been obtained. If, despite such efforts, Xxxxxxxx or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable Contract.

Consent of Third Parties. Nothing Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to assign, assume or transfer any Permit, Contract, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of any interest, or assumption by Buyer of any obligation, under any such Permit or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be construed as an attempt made subject to such Consent being obtained. Unless agreed otherwise by Xxxxxxxx or the Transferring Entities to assign to HoldCo pursuant to this Agreement any ContractParties, Governmental Permit, franchise, claim or asset included in the Xxxxxxxx Contributed Assets that event any such Consent is by its terms or by Law nonassignable without not obtained prior to the consent of any other party or partiesClosing Date, unless such consent or approval subject to Section 5.08, the Parties shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities would not by Law pass to HoldCo as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent that any consent in respect of, or a novation of, a Non-Assignable Contract has not been obtained, Xxxxxxxx shall continue to use commercially their reasonable best efforts to obtain any such consent Consent on or novation after the Closing Date until such time as it shall have such Consent has been obtained, and Xxxxxxxx shall use commercially reasonable efforts to Seller will reasonably cooperate with HoldCo Buyer in any lawful arrangement reasonably requested by Buyer to provide that HoldCo Buyer shall receive the interest of Xxxxxxxx or the Transferring Entities Seller, in the benefits under any such Non-Assignable Contract Permit or Contract, including sublicensing, subcontracting or performance by Xxxxxxxx or the Transferring Entities Seller as agent if commercially reasonableagent; provided, provided however, that HoldCo Buyer shall undertake to pay or satisfy the corresponding Liabilities under for the terms enjoyment of such Non-Assignable Contract benefit to the extent that HoldCo Buyer would have been responsible therefor hereunder if such consent or approval Consent had been obtainedobtained prior to the Closing Date. IfBuyer shall pay and discharge any and all reasonable and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, despite such efforts, Xxxxxxxx including any and all payments made by Seller or the Transferring Entities are unable any of its Affiliates to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under obtain any such Non-Assignable ContractConsents; provided, such Non-Assignable Contract that, Buyer shall not be included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able obligated to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the Non-Assignable Contractaggregate unless Buyer shall have provided prior written consent with respect to such costs or expenses.

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or the Transferring Entities Company to assign to HoldCo the Buyer pursuant to this Agreement any Contract, Governmental Permitpermit, franchise, claim or asset included in the Xxxxxxxx Contributed Purchased Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities Company would not by Law law pass to HoldCo the Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent that any consent Seller Required Consent in respect of, or a novation of, a Non-Assignable Contract has which is a contract listed on SCHEDULE 4.3 (a "Material Non-Assignable Contract") shall not have been obtainedobtained on or before the Closing Date, Xxxxxxxx the Buyer may elect to proceed with the Closing, in which case, the Company shall continue to use commercially reasonable efforts to obtain any such consent Seller Required Consent or novation in respect of such Material Non-Assignable Contract after the Closing Date until such time as it shall have been obtained, and Xxxxxxxx the Company shall use commercially reasonable efforts to cooperate with HoldCo the Buyer in any economically feasible arrangement to provide that HoldCo the Buyer shall receive the interest of Xxxxxxxx or the Transferring Entities Company in the benefits under such Non-Assignable Contract Material Contract, including performance by Xxxxxxxx or the Transferring Entities Company as agent if commercially reasonableeconomically feasible, provided that HoldCo the Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Material Contract to the extent that HoldCo the Buyer would have been responsible therefor if such consent or approval had been obtained. IfThe Company shall pay and discharge, despite such effortsand shall indemnify and hold harmless the Buyer and its Affiliates from and against, Xxxxxxxx any and all out-of- pocket costs of seeking to obtain or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under obtaining any such Seller Required Consent in respect of such Material Non-Assignable Contract whether before or after the Closing Date. Nothing contained in this SECTION 2.6 or elsewhere in this Agreement shall be deemed a waiver by the Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of the Company to obtain all of the Seller Required Consents in respect of such Material Non-Assignable Contract, such Non-Assignable Contract nor shall not this SECTION 2.6 or any other provision of this Agreement be included in deemed to constitute an agreement to exclude from the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not Purchased Assets any Contracts as to which a Seller Required Consent may be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable Contractnecessary.

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or the Transferring Entities Seller to assign to HoldCo Buyer pursuant to this Agreement any Contract, Governmental Permitpermit, franchise, claim or asset Asset included in the Xxxxxxxx Contributed Purchased Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities Seller would not by Law law pass to HoldCo Buyer as an incident of the assignments provided for by this Agreement (a "“Non-Assignable Contract"”). To the extent that any consent Seller Required Consent in respect of, or a novation of, a Non-Assignable Contract has shall not have been obtainedobtained on or before the Closing Date, Xxxxxxxx Seller shall continue to use commercially its reasonable best efforts to obtain any such consent Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and Xxxxxxxx Seller shall use commercially reasonable efforts to cooperate with HoldCo Buyer in any economically feasible arrangement to provide that HoldCo Buyer shall receive the interest of Xxxxxxxx or the Transferring Entities Seller in the benefits under such Non-Assignable Contract Contract, including performance by Xxxxxxxx or the Transferring Entities Seller as agent if commercially reasonable, economically feasible; provided that HoldCo Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that HoldCo Buyer would have been responsible therefor if such consent or approval had been obtained. IfSeller shall pay and discharge, despite such effortsand shall indemnify and hold harmless Buyer and its Affiliates from and against, Xxxxxxxx any and all out-of-pocket costs of seeking to obtain or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under obtaining any such Non-Assignable ContractSeller Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.7 or elsewhere in this Agreement shall be deemed a waiver by Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of Seller to obtain all of the Seller Required Consents, such Non-Assignable Contract nor shall not this Section 2.7 or any other provision of this Agreement be included in deemed to constitute an agreement to exclude from the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not Purchased Assets any Contracts as to which a Seller Required Consent may be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable Contractnecessary.

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or the Transferring Entities Seller to assign to HoldCo Buyer pursuant to this Agreement any Seller Contract, Governmental Permitpermit, franchise, claim or asset Asset included in the Xxxxxxxx Contributed Purchased Assets that is by its terms expressly or implicitly or by Law law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities Seller would not by Law law pass to HoldCo Buyer as an incident of the assignments provided for by this Agreement (a "“Non-Assignable Contract"”). To the extent that any consent Seller Required Consent in respect of, or a novation of, a Non-Assignable Contract has shall not have been obtainedobtained on or before the Closing Date, Xxxxxxxx Seller shall at its sole expense continue to use commercially reasonable its Commercially Reasonable efforts to obtain any such consent Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and Xxxxxxxx Seller shall use commercially reasonable efforts to cooperate with HoldCo Buyer in any Commercially Reasonable arrangement to provide that HoldCo Buyer shall receive the interest of Xxxxxxxx or the Transferring Entities Seller in the benefits under each such Non-Assignable Contract Contract, including performance performance, to the extent permitted by Xxxxxxxx or the Transferring Entities applicable Law, by Seller as agent if commercially reasonableCommercially Reasonable; provided that, provided that HoldCo so long as Seller shall provide to Buyer substantially all the benefits of each such Non-Assignable Contracts, Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of each such Non-Assignable Contract (or such lesser amount corresponding to the value of benefits actually provided to Buyer by Seller with respect to such Non-Assignable Contract) to the extent that HoldCo Buyer would have been responsible therefor if such consent or approval had been obtained. IfNothing contained in this Section 2.4 or elsewhere in this Agreement shall be deemed a waiver by Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of Seller to obtain all of Seller Required Consents, despite such efforts, Xxxxxxxx nor shall this Section 2.4 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Transferring Entities are unable Purchased Assets any Contracts as to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not which a Seller Required Consent may be included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable Contractnecessary.

Consent of Third Parties. Nothing in this This Agreement shall be construed as not constitute an attempt by Xxxxxxxx or the Transferring Entities agreement to assign to HoldCo pursuant to this Agreement any ContractAcquired Asset (including, Governmental Permitwithout limitation, franchise, any Contract or Lease) or any claim or asset included in the Xxxxxxxx Contributed Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Acquired Asset or in any other party or parties, unless such consent or approval shall have been given, or as to which all way adversely affect the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities would not by Law pass to HoldCo as an incident rights of the assignments provided for by this Agreement (a "Non-Assignable Contract")Buyer thereunder. To the extent that any consent Except as may otherwise be set forth in respect of§5(j) above and §6(h) below, or a novation of, a Non-Assignable Contract has not been obtained, Xxxxxxxx shall continue to each Party will use its commercially reasonable efforts (but without any payment of money in excess of the Expense Cap, unless required under the terms and conditions of the specific Contract or Lease being assigned, or the incurrence of any additional liability) to obtain the consent of the other parties to any such Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Buyer as Buyer may request. Except as may otherwise be set forth in §5(j) above and §6(h) below, if such consent or novation until such time as it shall have been is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Buyer thereunder so that the Buyer would not in fact receive all such rights, then Acquired Asset Entities and Xxxxxxxx shall use commercially reasonable efforts the Buyer will cooperate in a mutually agreeable arrangement, including sub-contracting, sub-licensing, or sub-leasing to cooperate with HoldCo the Buyer, designed to provide that HoldCo shall receive the interest of Xxxxxxxx or Buyer after the Transferring Entities Closing with the benefits intended to be assigned to the Buyer with respect to the underlying Acquired Asset, including in the benefits under such Non-Assignable Contract including performance by Xxxxxxxx or case of any Acquired Asset that is a Contract, enforcement of rights thereunder at the Transferring Entities as agent if commercially reasonablecost and for the account of the Buyer, and, provided that HoldCo the Buyer receives all such benefits, the Buyer shall undertake to pay or satisfy the corresponding any Assumed Liabilities under the terms of with respect to such Non-Assignable Contract as and when they are due, to the extent that HoldCo Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. If, despite such efforts, Xxxxxxxx Nothing in this §6(f) shall be deemed a waiver by the Buyer of its right to have received on or before the Transferring Entities are unable Closing an effective assignment of all the Acquired Assets as a condition to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits Closing under §7(a) hereof. If there shall be any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in the Xxxxxxxx Contributed Assets, conflict between this §6(f) and the Liabilities under such Non-Assignable Contract specific provisions of §5(j) above and §6(h) below, the provisions of §5(j) above and §6(h) below shall not be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable Contractcontrol.

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or the Transferring Entities Seller to assign to HoldCo the Buyer pursuant to this Agreement Agreement, any Contract, Governmental Permitpermit, franchise, claim or asset included in the Xxxxxxxx Contributed Acquired Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities Seller would not by Law law pass to HoldCo Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent that any consent Seller Required Consent in respect of, or a novation of, a Non-Assignable Contract has shall not have been obtainedobtained on or before the Closing Date, Xxxxxxxx the Buyer may elect to proceed with the Closing, in which case, the Seller shall continue to use commercially reasonable efforts to obtain any such consent Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and Xxxxxxxx the Seller shall use commercially reasonable efforts to cooperate with HoldCo the Buyer in any economically feasible arrangement to provide that HoldCo the Buyer shall receive the interest of Xxxxxxxx or the Transferring Entities Seller in the benefits under such Non-Assignable Contract Contract, including performance by Xxxxxxxx or the Transferring Entities Seller as agent if commercially reasonableeconomically feasible, provided that HoldCo Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that HoldCo the Buyer would have been responsible therefor if such consent or approval had been obtained. IfNothing contained in this SECTION 1.7 or elsewhere in this Agreement shall be deemed a waiver by the Buyer of its right to have received on the Closing Date an effective assignment of all of the Acquired Assets or of the covenant of the Seller to obtain all of the Seller Required Consents, despite such efforts, Xxxxxxxx nor shall this SECTION 1.7 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Transferring Entities are unable Acquired Assets any Contracts as to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not which a Seller Required Consent may be included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable Contractnecessary.

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or the Transferring Entities BAM to assign to HoldCo OpCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Xxxxxxxx BAM Contributed Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities BAM would not by Law pass to HoldCo OpCo as an incident of the assignments provided for by this Agreement (a "Non-Non- Assignable Contract"). To the extent that any consent in respect of, or a novation of, a Non-Assignable Contract has not been obtained, Xxxxxxxx BAM shall continue to use commercially reasonable efforts to obtain any such consent or novation until such time as it shall have been obtained, and Xxxxxxxx BAM shall use commercially reasonable efforts to cooperate with HoldCo OpCo to provide that HoldCo OpCo shall receive the interest of Xxxxxxxx or the Transferring Entities BAM in the benefits under such Non-Assignable Contract Contract, including performance by Xxxxxxxx or the Transferring Entities BAM as agent if commercially reasonable, provided that HoldCo OpCo shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that HoldCo OpCo would have been responsible therefor if such consent or approval had been obtained. If, despite such efforts, Xxxxxxxx or the Transferring Entities are BAM is unable to provide HoldCo OpCo with the interest of Xxxxxxxx or the Transferring Entities BAM in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in the Xxxxxxxx BAM Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx BAM Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are BAM is able to provide HoldCo OpCo with the interest of Xxxxxxxx or the Transferring Entities BAM in such benefits or Xxxxxxxx or the Transferring Entities obtain BAM obtains the aforesaid consent or novation with respect to the Non-Assignable Contract. Bulk Transfer Laws. Bidder, Bidder Member and OpCo each hereby waive compliance by BAM and the Transferring Partnerships with the provisions of any and all Laws relating to bulk transfer in connection with the sale of the BAM Contributed Assets. BAM shall indemnify OpCo from and against any and all Liabilities (including reasonable attorneys' fees) arising out of noncompliance with such bulk transfer Laws.

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or the Transferring Entities Seller to assign to HoldCo Purchaser pursuant to this Agreement any Contractcontract, Governmental Permitpermit, franchise, claim or asset included in the Xxxxxxxx Contributed Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities Seller would not by Law law pass to HoldCo Purchaser as an incident of the assignments provided for by this Agreement (a "“Non-Assignable Contract"”). To the extent that any such consent (each a “Third-Party Consent”) in respect of, or a novation of, a Non-Assignable Contract has shall not have been obtainedobtained on or before the Closing Date, Xxxxxxxx Purchaser may elect to proceed with the Closing, in which case, the Seller shall continue to use commercially reasonable efforts to obtain any such consent or novation after the Closing Date until such time as it shall have been obtained, and Xxxxxxxx the Seller shall use commercially reasonable efforts to cooperate with HoldCo Purchaser in any economically feasible arrangement to provide that HoldCo Purchaser shall receive the interest of Xxxxxxxx or the Transferring Entities Seller in the benefits and obligations under such Non-Assignable Contract Contract, including performance by Xxxxxxxx or the Transferring Entities Seller as agent if commercially reasonableeconomically feasible, provided that HoldCo Purchaser shall undertake to pay pay, perform or satisfy the corresponding Liabilities liabilities or obligations under the terms of such Non-Assignable Contract to the extent that HoldCo Purchaser would have been responsible therefor if such consent or approval had been obtained. IfTo the extent Seller requests that Purchaser assist Seller in seeking to obtain any Third Party Consent after the Closing Date, despite such effortsthen Seller shall pay and discharge, Xxxxxxxx and shall indemnify and hold harmless Purchaser and its Affiliates from and against, any and all reasonable out of pocket costs of seeking to obtain or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under obtaining any such NonThird Party Consent provided that Seller approves of such costs in writing and in advance. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by Purchaser of its right to have received on the Closing Date an effective assignment of all of the Assets or of the covenant of the Seller to obtain all such Third-Assignable ContractParty Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Assets any contracts as to which such Non-Assignable Contract shall not consent may be included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable Contractnecessary.

Consent of Third Parties. Nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall be construed as not constitute an attempt by Xxxxxxxx or the Transferring Entities agreement to assign to HoldCo pursuant to this any Asset (including, without limitation, any Commerce Agreement or any Contract, Governmental interest of Commerce in any Commerce Permit, franchise, ) or any claim or asset included in the Xxxxxxxx Contributed Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Asset or in any other party way adversely affect the rights of Cygne thereunder. Each of Commerce, the Members and Cygne will use their best efforts (but without any payment of money or parties, unless such consent or approval shall have been given, or as incurrence of any additional liability by them except to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities would not by Law pass to HoldCo as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent that the terms of any consent in respect of, or a novation of, a Non-Assignable Contract has not been obtained, Xxxxxxxx shall continue to use commercially reasonable efforts to obtain any such consent or novation until such time as it shall have been obtained, and Xxxxxxxx shall use commercially reasonable efforts to cooperate with HoldCo to provide that HoldCo shall receive the interest of Xxxxxxxx or the Transferring Entities in the benefits under such Non-Assignable Contract including performance by Xxxxxxxx or the Transferring Entities as agent if commercially reasonable, provided that HoldCo shall undertake Commerce Agreement requires Commerce to pay or satisfy the corresponding Liabilities under the terms incur any costs in connection with an assignment of such Nonagreement, in which case Commerce shall pay such costs) to obtain the consent of the other parties to any such Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Cygne as Cygne may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Cygne thereunder so that Cygne would not in fact receive all such rights, Commerce and Cygne will cooperate in a mutually agreeable arrangement, including sub-Assignable Contract contracting, sub-licensing or sub-leasing to Cygne, designed to provide Cygne after the Closing with the benefits intended to be assigned to Cygne with respect to the underlying Asset, including in the case of any Asset that is a Commerce Agreement, enforcement of rights thereunder at the cost and for the account of Cygne, and, provided Cygne receives all such benefits, Cygne shall pay or satisfy any liabilities with respect to such Commerce Agreement as and when they are due, to the extent that HoldCo Cygne would have been responsible therefor hereunder if such consent or approval had been obtained. If, despite such efforts, Xxxxxxxx Nothing in this Section 1.7 shall be deemed a waiver by Cygne of its right to have received on or before the Transferring Entities are unable to provide HoldCo with Closing an effective assignment of all the interest of Xxxxxxxx or the Transferring Entities in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in the Xxxxxxxx Contributed Assets, and nor shall this Section 1.7 be deemed to constitute an agreement to exclude from the Liabilities under such Non-Assignable Contract shall not be included Assets any assets described in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable ContractSection 1.1.

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or On the Transferring Entities Closing Date, the Seller is assigning to assign to HoldCo pursuant to this Agreement any Contractthe Buyer, Governmental Permitand the Buyer is assuming from the Seller, franchise, claim or asset included in the Xxxxxxxx Contributed Assets that is by its terms or by Law nonassignable without Assigned Contracts and the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities would not by Law pass to HoldCo as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract")Assigned Permits. To the extent that the assignment of all or any consent in respect ofportion of any Assigned Contract or Assigned Permit is prohibited by Law, or a novation ofthe terms of any such Assigned Contract or Assigned Permit require the Consent of another party thereto or any other third-party, a Non-Assignable Contract which Consent has not been obtained, Xxxxxxxx shall continue this Agreement will not constitute an agreement to use commercially reasonable efforts to obtain assign any such consent Assigned Contract included in the Purchased Assets if an attempted assignment without any such Consent would constitute a breach or novation until such time as it shall have been obtainedviolation thereof or of Law (the “NonAssignable Contracts”). The Seller shall, on or after the Closing, at the request and Xxxxxxxx shall under the direction of the Buyer, use commercially reasonable best efforts to cooperate with HoldCo (a) to provide that HoldCo shall receive the interest of Xxxxxxxx or the Transferring Entities in Buyer with the benefits of and to preserve for the benefit of the Buyer the rights of the Seller under such Non-Assignable Contract including performance by Xxxxxxxx or Contracts, in which case the Transferring Entities as agent if commercially reasonable, provided that HoldCo shall Buyer will undertake to pay or satisfy the corresponding Liabilities under such Non-Assignable Contracts to the terms extent that the Buyer would have been responsible therefor after the Closing if such Consent had been obtained, (b) to facilitate receipt of the consideration to be received by the Seller in and under every such Non-Assignable Contract to the extent that HoldCo would have been responsible therefor if such consent consideration is attributable to the provision of goods or approval had been obtainedservices by the Buyer as the operator of the Business following the Closing, which consideration will be held for the benefit of, and will be delivered to, the Buyer, and (c) to seek all Consents not obtained prior to the Closing and take such other actions as are reasonably necessary and reasonably available to the Seller to enable the Seller to convey or assign to the Buyer good and valid title to all of the Purchased Assets free and clear of any and all Encumbrances. If, despite such efforts, Xxxxxxxx The Seller will bear any and all reasonable out-of-pocket costs and expenses of seeking to obtain or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under obtaining any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in Consent respecting the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest assignment of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable ContractContracts to the Buyer whether before or after the Closing Date.

Consent of Third Parties. Nothing in this Agreement shall be ------------------------ construed as an attempt by Xxxxxxxx or the Transferring Entities BAM to assign to HoldCo OpCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Xxxxxxxx BAM Contributed Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities BAM would not by Law pass to HoldCo OpCo as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent ----------------------- that any consent in respect of, or a novation of, a Non-Assignable Contract has not been obtained, Xxxxxxxx BAM shall continue to use commercially reasonable efforts to obtain any such consent or novation until such time as it shall have been obtained, and Xxxxxxxx BAM shall use commercially reasonable efforts to cooperate with HoldCo OpCo to provide that HoldCo OpCo shall receive the interest of Xxxxxxxx or the Transferring Entities BAM in the benefits under such Non-Assignable Contract Contract, including performance by Xxxxxxxx or the Transferring Entities BAM as agent if commercially reasonable, provided that HoldCo OpCo shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that HoldCo OpCo would have been responsible therefor if such consent or approval had been obtained. If, despite such efforts, Xxxxxxxx or the Transferring Entities are BAM is unable to provide HoldCo OpCo with the interest of Xxxxxxxx or the Transferring Entities BAM in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in the Xxxxxxxx BAM Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx BAM Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are BAM is able to provide HoldCo OpCo with the interest of Xxxxxxxx or the Transferring Entities BAM in such benefits or Xxxxxxxx or the Transferring Entities obtain BAM obtains the aforesaid consent or novation with respect to the Non-Assignable Contract.

Consent of Third Parties. Nothing in this Agreement shall be ------------------------ construed as an attempt by Xxxxxxxx or any of the Transferring Entities Seller Parties to assign to HoldCo any of the Buyer Parties pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Xxxxxxxx Contributed Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, given or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities would not by Law pass to HoldCo as an incident of the assignments provided for by this Agreement obtained (a "Non-Assignable Contract")) ----------------------- excluding, however, those Rights of Way listed on Schedule 7.12 hereof, which ------------- shall be governed by the provisions of Section 7.12. To the extent that any ------------ consent in respect of, or a novation of, a Non-Assignable Contract has shall not have been obtainedobtained on or before the Closing Date, Xxxxxxxx Buyer Parties may elect to proceed with the Closing, in which case, each of the Seller Parties shall continue to use commercially reasonable efforts Reasonable Efforts to obtain any such consent or novation after the Closing Date until such time as it shall have been obtained, and Xxxxxxxx each of the Seller Parties shall use commercially reasonable efforts to cooperate with HoldCo each of the Buyer Parties in any economically feasible arrangement to provide that HoldCo the appropriate Buyer Party shall receive the interest of Xxxxxxxx or any of the Transferring Entities Seller Parties in the benefits under such Non-Assignable Contract including Contract, including, without limitation, performance by Xxxxxxxx each of the Seller Parties as agents if economically feasible. Each of the Seller Parties shall pay and discharge, and shall indemnify and hold harmless each of the Buyer Parties and their Affiliates from and against, any and all out-of- pocket costs of seeking to obtain or obtaining any such consent or novation whether before or after the Transferring Entities as agent if commercially reasonableClosing Date. Nothing contained in this Section ------- 4.15 or elsewhere in this Agreement shall be deemed a waiver by any of the Buyer ---- Parties of their right to have received on the Closing Date an effective assignment of all of the Assets, provided that HoldCo nor shall undertake this Section 4.15 or any other ------------ provision of this Agreement be deemed to pay or satisfy constitute an agreement to exclude from the corresponding Liabilities under the terms of such Assets any Non-Assignable Contract to Contracts. Notwithstanding the extent that HoldCo would have been responsible therefor if such consent or approval had been obtained. Ifforegoing, despite such efforts, Xxxxxxxx or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under any event Seller Parties are not able to obtain a required consent with respect to a Right of Way agreement or license agreement before or after the Effective Date despite Seller Parties' Reasonable Efforts, then such a Right of Way agreement or license agreement shall be deemed a Non-Assignable Contract, such Non-Assignable Contract shall not be included Consent Right of Way (as defined in the Xxxxxxxx Contributed AssetsSection 7.12 of this Agreement), and the Liabilities under provisions of Section 7.12 shall apply to any such Non-Assignable Contract shall not be included in agreements including the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to restrictions on Buyer Parties' activities regarding the Non-Assignable ContractConsent Right of Way and Seller Parties' indemnification obligation to Buyer Parties with respect thereto.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or the Transferring Entities any GPF Party to assign to HoldCo the Company pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Xxxxxxxx Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or partiesparties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities any GPF Party would not by Law pass to HoldCo the Company as an incident of the assignments provided for by this Agreement (a "“Non-Assignable GPF Contract"”). To the extent that any consent GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract has shall not have been obtainedobtained on or before the Closing Date, Xxxxxxxx CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use commercially best reasonable efforts to obtain any such consent GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and Xxxxxxxx the GPF Parties shall use commercially reasonable efforts to cooperate with HoldCo the Company in any economically feasible arrangement to provide that HoldCo the Company shall receive the interest of Xxxxxxxx or the Transferring Entities any GPF Party in the benefits under such Non-Assignable Contract GPF Contract, including performance by Xxxxxxxx or the Transferring Entities relevant GPF Party as agent if commercially reasonable, economically feasible; provided that HoldCo the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that HoldCo the Company would have been responsible therefor if such consent or approval had been obtained. IfEach GPF Party shall pay and discharge, despite and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such effortsGPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, Xxxxxxxx nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Transferring Entities are unable Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessary. (b) Nothing in this Agreement shall be construed as an attempt by CGL to assign to the Company pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Contributed CGL Assets that is by its terms or by Law nonassignable without the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to CGL would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable CGL Contract”). To the extent that any CGL Required Consent in respect of, or a novation of, a Non-Assignable CGL Contract shall not have been obtained on or before the Closing Date, the GPF Parties and the Company may elect to proceed with the Closing, in which case, CGL shall continue to use best reasonable efforts to obtain any such CGL Required Consent or novation after the Closing Date until such time as it shall have been obtained, and CGL shall cooperate with the Company in any economically feasible arrangement to provide HoldCo with that the Company shall receive the interest of Xxxxxxxx or the Transferring Entities CGL in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract CGL Contract, including performance by CGL agent if economically feasible; provided that the Company shall not be included in undertake to pay or satisfy the Xxxxxxxx Assumed Liabilities, in each case until corresponding Liabilities under the terms of such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable ContractCGL Contract to the extent that the Company would have been responsible therefor if such consent or approval had been obtained. CGL shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such CGL Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed CGL Assets or of the covenant of CGL to obtain all of CGL Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed CGL Assets any Contracts as to which a CGL Required Consent may be necessary.

Consent of Third Parties. Nothing in this Agreement shall be ------------------------ construed as an attempt by Xxxxxxxx or the Transferring Entities Seller to assign to HoldCo the Buyer pursuant to this Agreement any Contract, Governmental Permitpermit, franchise, claim or asset included in the Xxxxxxxx Contributed Purchased Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Xxxxxxxx or the Transferring Entities Seller would not by Law law pass to HoldCo Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent that any consent Seller Required Consent in respect of, or a novation of, a Non-Non- Assignable Contract has shall not have been obtainedobtained on or before the Closing Date, Xxxxxxxx the Buyer may elect to proceed with the Closing, in which case, the Seller shall continue to use commercially reasonable efforts to obtain any such consent Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and Xxxxxxxx the Seller shall use commercially reasonable efforts to cooperate with HoldCo the Buyer in any economically feasible arrangement to provide that HoldCo the Buyer shall receive the interest of Xxxxxxxx or the Transferring Entities Seller in the benefits under such Non-Assignable Contract Contract, including performance by Xxxxxxxx or the Transferring Entities Seller as agent if commercially reasonableeconomically feasible, provided that HoldCo Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Non- Assignable Contract to the extent that HoldCo the Buyer would have been responsible therefor if such consent or approval had been obtained. IfThe Seller shall pay and discharge, despite such effortsand shall indemnify and hold harmless the Buyer and its Affiliates from and against, Xxxxxxxx any and all out-of-pocket costs of seeking to obtain or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under obtaining any such Non-Assignable ContractSeller Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.7 or elsewhere in this Agreement shall be deemed a waiver by the Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of the Seller to obtain all of the Seller Required Consents, such Non-Assignable Contract nor shall not this Section 2.7 or any other provision of this Agreement be included in deemed to constitute an agreement to exclude from the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not Purchased Assets any Contracts as to which a Seller Required Consent may be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-Assignable Contractnecessary.