Common use of Consents; Assignments Clause in Contracts

Consents; Assignments. Seller and Purchaser shall use best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses, and other rights of any nature whatsoever included in the Acquired Assets. In the event and to the extent that Seller and Purchaser are unable to obtain any such required consent, approval or amendment, or if any attempted assignment would be ineffective or would adversely affect the rights of Seller with respect to the Acquired Assets so that Purchaser would not in fact receive all the rights with respect to the Acquired Assets, Seller and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser may (to the extent permitted by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders of the Bankruptcy Court, or the terms of any applicable agreement) obtain the benefits and assume the obligations with respect to such Acquired Asset in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Purchaser, or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller’ obligations, any and all rights of Seller against a third party thereto. To the extent such arrangements are made, Seller shall, without further consideration, pay and remit to Purchaser promptly all monies, rights, and other considerations received in respect of Purchaser’s performance of such obligations. Following the Closing, Seller shall use best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant to the Sale Order. If and when any such consent shall be obtained or such agreement, lease, license, or other right shall otherwise become assignable or able to be novated, Seller shall promptly assign and novate all their rights and obligations thereunder to Purchaser without the payment of any further consideration.

Consents; Assignments. Seller and Purchaser shall use best commercially reasonable efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses, and other rights of any nature whatsoever included in the Acquired Assets; provided, however, that except for filing and other administrative charges, Purchaser shall not be obligated to pay any consideration therefor to the third party from whom such consents, approvals, and amendments are requested. In the event and to the extent that Seller and Purchaser are unable to obtain any such required consent, approval or amendment, or if any attempted assignment would be ineffective or would adversely affect the rights of Seller with respect to the Acquired Assets so that Purchaser would not in fact receive all the rights with respect to the Acquired Assets, Seller and Purchaser will cooperate (to the extent permitted by law or the terms of any applicable agreement) in a mutually agreeable arrangement under which Purchaser may (to the extent permitted by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders of the Bankruptcy Court, or the terms of any applicable agreement) will obtain the benefits and assume assumes the obligations with respect to such Acquired Asset in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-sub- leasing to Purchaser, or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller’ ’s obligations, any and all rights of Seller against a third party thereto. To the extent such arrangements are made, Seller shall, without further considerationconsideration therefor, pay and remit to Purchaser promptly all monies, rights, and other considerations received in respect of Purchaser’s performance of such obligations. Following the Closing, Seller shall use best commercially reasonable efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant to the Sale Order. If and when any such consent shall be obtained or such agreement, lease, license, or other right shall otherwise become assignable or able to be novated, Seller shall promptly assign and novate all their its rights and obligations thereunder to Purchaser without the payment of any further considerationconsideration therefor. The foregoing shall not limit the right of Purchaser to require Seller to assign any contract included in the Acquired Assets to it or constitute a waiver to any condition precedent to Closing.

Consents; Assignments. Seller Each of the Sellers and Purchaser shall the Buyer will use their respective best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses, licenses and other rights of any nature whatsoever included in relating to the Acquired Assets; PROVIDED, HOWEVER, that except for filing and other administrative charges, the Buyer shall not be obligated to pay any consideration therefor to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Seller the Buyer and Purchaser the Sellers are unable to obtain any such required consent, approval or amendment, or if any attempted assignment would be ineffective or would adversely affect the rights of any Seller with respect to the Acquired Assets any Asset so that Purchaser the Buyer would not in fact receive all the rights with respect to such Asset, the Acquired Assets, Seller Sellers and Purchaser the Buyer will cooperate in a mutually agreeable arrangement under which Purchaser may (to the extent permitted by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders of the Bankruptcy Court, law or the terms of any applicable agreement) in a mutually agreeable arrangement under which the Buyer would, to the extent possible, obtain the benefits and assume the obligations with respect to such Acquired Asset Asset, in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Purchaserthe Buyer, or under which such Seller would enforce for the benefit of Purchaserthe Buyer, with Purchaser the Buyer assuming such Seller’ 's obligations, any and all rights of such Seller against a third party thereto. To the extent such arrangements are made, Such Seller shall, without further considerationconsideration therefor, pay and remit to Purchaser the Buyer promptly all monies, rights, rights and other considerations received in respect of Purchaser’s the Buyer's performance of such obligations. Following the Closing, Seller shall use best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant to the Sale Order. If and when any such consent shall be obtained or such agreement, lease, license, license or other right shall otherwise become assignable or able to be novated, such Seller shall promptly assign and novate all their its rights and obligations thereunder to Purchaser the Buyer without payment of further consideration and the Buyer shall, without the payment of any further considerationconsideration therefor, assume such rights and obligations and such Seller shall be relieved of any and all liability hereunder.

Consents; Assignments. Seller Interactive and Purchaser shall X-Stream will use best their respective reasonable commercial efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses, licenses and other rights of any nature whatsoever included in relating to the Acquired Assets, including, without limitation, the Microsoft Contract, the MCI Contract and Compaq Contract. In the event and to the extent that Seller X-Stream and Purchaser Interactive are unable to obtain any such required consent, approval or amendment, or if any attempted assignment would be ineffective or would adversely affect the rights of Seller Interactive with respect to the Acquired Assets any Asset so that Purchaser X-Stream would not in fact receive all the rights with respect to the Acquired Assetssuch Asset, Seller Interactive and Purchaser X-Stream will cooperate in a mutually agreeable arrangement under which Purchaser may (to the extent permitted by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders of the Bankruptcy Court, law or the terms of any applicable agreement) in a mutually agreeable arrangement under which X-Stream would, to the extent possible, obtain the benefits and assume the obligations with respect to such Acquired Asset Asset, in accordance with this Agreement, including sub-sub- contracting, sub-licensing, or sub-leasing to PurchaserX-Stream, or under which Seller Interactive would enforce for the benefit of PurchaserX-Stream, with Purchaser X-Stream assuming Seller’ Interactive's obligations, any and all rights of Seller Interactive against a third party theretothereto and indemnifying Interactive of any and all liability thereunder, except with respect to the Fort Xxx Lease or any assignment or sublease thereof. To the extent such arrangements are made, Seller Interactive shall, without further considerationconsideration therefor, pay and remit to Purchaser X-Stream promptly all monies, rights, rights and other considerations received in respect of Purchaser’s X-Stream's performance of such obligations. Following the Closing, Seller shall use best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant to the Sale Order. If and when any such consent shall be obtained or such agreement, lease, license, license or other right shall otherwise become assignable or able to be novated, Seller Interactive shall promptly assign and novate all their its rights and obligations thereunder to Purchaser X-Stream without payment of further consideration and X-Stream shall, without the payment of any further considerationconsideration therefor, assume such rights and obligations and Interactive shall be relieved of any and all liability hereunder.

Consents; Assignments. Seller and Purchaser shall use its best efforts to take or cause to be taken all action and to do or cause to be done, and Buyer shall assist and cooperate with Seller in doing, all things necessary, proper or advisable under applicable laws and regulations and under applicable contractual provisions to obtain any consent, approval or amendment required to novate and/or assign all agreements, leasesleases and licenses relating to the Assets (including the Software Contracts and Manufacturing Equipment Contracts); provided that the costs, licensesfees and expenses relating to the assignment of the agreements, leases and other rights of licenses relating to the Assets (including the Software Contracts and Manufacturing Equipment Contracts) shall be borne by Seller subject to such costs, fees and expenses not being patently commercially unreasonable; provided further that Seller shall not request that Buyer make any nature whatsoever included in the Acquired Assetspayments with respect to such assignments. In the event and to the extent that Seller and Purchaser are is unable to obtain any such required consent, approval or amendment, (i) Seller shall use its reasonable efforts to (x) provide or if cause to be provided to Buyer the benefits of any attempted assignment would be ineffective permit or would adversely affect approval and of any agreement, lease or license (including the Software Contracts and Manufacturing Equipment Contracts), (y) cooperate in any arrangement, reasonable and lawful as to Seller and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of Seller arising from such agreements, leases and licenses, including the right to elect to terminate in accordance with respect the terms thereof on the advice of Buyer, (ii) Buyer shall use its reasonable efforts to perform the Acquired Assets so that Purchaser would not in fact receive all the rights with respect to the Acquired Assetsobligations of Seller arising under such agreements, Seller leases and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser may (licenses, to the extent permitted that, by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders reason of the Bankruptcy Court, or the terms of any applicable agreement) obtain the benefits and assume the obligations with respect transactions consummated pursuant to such Acquired Asset in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing Buyer has control over the resources necessary to Purchaser, or under which perform such obligations and (iii) Buyer shall indemnify and hold harmless Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller’ obligations, and its Representatives (as hereafter defined) from and against any and all rights of Seller against a third party thereto. To the extent such arrangements are made, Seller shall, without further consideration, pay and remit to Purchaser promptly all monies, rights, and other considerations received in respect of Purchaser’s performance of such obligations. Following the Closing, Seller shall use best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant to the Sale Order. If and when any such consent shall be obtained or such agreement, lease, license, or other right shall otherwise become assignable or able to be novated, Seller shall promptly assign and novate all their rights and obligations thereunder to Purchaser without the payment of any further consideration.Damages (as hereafter de-

Consents; Assignments. Seller and Purchaser shall use its best efforts to take or cause to be taken all action and to do or cause to be done, and Buyer shall assist and cooperate with Seller in doing, all things necessary, proper or advisable under applicable laws and regulations and under applicable contractual provisions to obtain any consent, approval or amendment required to novate and/or assign all agreements, leasesleases and licenses relating to the Assets (including the Software Contracts and Manufacturing Equipment Contracts); PROVIDED THAT the costs, licensesfees and expenses relating to the assignment of the agreements, leases and other rights of licenses relating to the Assets (including the Software Contracts and Manufacturing Equipment Contracts) shall be borne by Seller subject to such costs, fees and expenses not being patently commercially unreasonable; PROVIDED FURTHER THAT Seller shall not request that Buyer make any nature whatsoever included in the Acquired Assetspayments with respect to such assignments. In the event and to the extent that Seller and Purchaser are is unable to obtain any such required consent, approval or amendment, (i) Seller shall use its reasonable efforts to (x) provide or if cause to be provided to Buyer the benefits of any attempted assignment would be ineffective permit or would adversely affect approval and of any agreement, lease or license (including the Software Contracts and Manufacturing Equipment Contracts), (y) cooperate in any arrangement, reasonable and lawful as to Seller and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of Seller arising from such agreements, leases and licenses, including the right to elect to terminate in accordance with respect the terms thereof on the advice of Buyer, (ii) Buyer shall use its reasonable efforts to perform the Acquired Assets so that Purchaser would not in fact receive all the rights with respect to the Acquired Assetsobligations of Seller arising under such agreements, Seller leases and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser may (licenses, to the extent permitted that, by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders reason of the Bankruptcy Court, or the terms of any applicable agreement) obtain the benefits and assume the obligations with respect transactions consummated pursuant to such Acquired Asset in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing Buyer has control over the resources necessary to Purchaser, or under which perform such obligations and (iii) Buyer shall indemnify and hold harmless Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller’ obligations, and its Representatives (as hereafter defined) from and against any and all rights of Seller against a third party thereto. To the extent such arrangements are made, Seller shall, without further consideration, pay and remit to Purchaser promptly all monies, rights, and other considerations received in respect of Purchaser’s performance of such obligations. Following the Closing, Seller shall use best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant to the Sale Order. If and when any such consent shall be obtained or such agreement, lease, license, or other right shall otherwise become assignable or able to be novated, Seller shall promptly assign and novate all their rights and obligations thereunder to Purchaser without the payment of any further consideration.Damages (as hereafter de-

Consents; Assignments. The Seller and the Purchaser shall use their respective best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses, and other rights of any nature whatsoever included in relating to the Acquired Assets; provided, however, that except for filing and other administrative charges, the Purchaser shall not be obligated to pay any consideration therefor to the third party from whom such consents, approvals, and amendments are requested. In the event and to the extent that the Seller and the Purchaser are unable to obtain any such required consent, approval or amendment, or if any attempted assignment would be ineffective or would adversely affect the rights of the Seller with respect to the Acquired Assets so that the Purchaser would not in fact receive all the rights with respect to the Acquired Assets, the Seller and the Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser may (to the extent permitted by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders of the Bankruptcy Court, law or the terms of any applicable agreement) in a mutually agreeable arrangement under which the Purchaser, to the extent possible, obtain the benefits and assume the obligations with respect to such Acquired Asset in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the Purchaser, or under which the Seller would enforce for the benefit of the Purchaser, with the Purchaser assuming the Seller’ 's obligations, any and all rights of the Seller against a third party thereto. To the extent such arrangements are made, The Seller shall, without further considerationconsideration therefor, pay and remit to the Purchaser promptly all monies, rights, and other considerations received in respect of the Purchaser’s 's performance of such obligations. Following the Closing, the Seller shall use its best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to the Purchaser pursuant to the Sale Section 363/365 Order. If and when any such consent shall be obtained or such agreement, lease, license, or other right shall otherwise become assignable or able to be novated, the Seller shall promptly assign and novate all their its rights and obligations thereunder to the Purchaser without the payment of any further considerationconsideration therefor, assume such rights and obligations. The foregoing shall not limit the right of the Purchaser to require the Seller to assign any contract to it or constitute a waiver to any condition precedent to Closing. Any Seller action required or requested by Purchaser to be taken under this Section 5.13 shall be at Purchaser's expense and shall not materially interfere with Seller's ability to close or resolve the Bankruptcy Case.

Consents; Assignments. Seller and Purchaser shall use its best efforts to take or cause to be taken all action, to do or cause to be done, and Buyer and Parent shall assist and cooperate with Seller in doing, all things necessary, proper or advisable under applicable laws and regulations to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses, leases and other rights of any nature whatsoever included licenses relating to the Assets or otherwise transferable or assignable in accordance with the Acquired Assetsprovisions hereof. In the event and to the extent that Seller and Purchaser are is unable to obtain any such required consent, approval or amendment, (i) Seller, at Buyer's cost and expense (provided that with respect to costs and expenses in excess of $5,000, Seller must seek the prior consent of Buyer), shall use its best efforts to (x) pro- vide or if cause to be provided to Buyer the benefits of any attempted assignment would be ineffective permit or would adversely affect approval and of any agreement, lease or license, (y) cooperate in any arrangement, reasonable and lawful as to Seller and Parent or Buyer, designed to provide such benefits to Parent or Buyer and (z) enforce for the account of Buyer any rights of Seller arising from such agreements, leases and licenses, including the right to elect to terminate in accordance with respect the terms thereof on the advice of Buyer, (ii) Buyer shall use its best efforts to perform the Acquired Assets so that Purchaser would not in fact receive all the rights with respect to the Acquired Assetsobligations of Seller arising under such agreements, Seller leases and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser may (licenses, to the extent permitted that, by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders reason of the Bankruptcy Court, or the terms of any applicable agreement) obtain the benefits and assume the obligations with respect transactions consummated pursuant to such Acquired Asset in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing Buyer has control over the resources necessary to Purchaser, or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller’ perform such obligations, and (iii) Buyer shall indemnify and hold harmless Seller from and against any Damages (as hereafter defined) arising out of or resulting from Buyer's performance or failure to perform under such agreements, leases and all rights of Seller against a third party theretolicenses. To the extent such arrangements are made, Seller shall, without further considerationconsideration therefor, pay and remit to Purchaser Buyer promptly all monies, rights, rights and other considerations received in respect of Purchaser’s performance of such obligations. Following the Closing, Seller shall use best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant to the Sale Orderperformance. If and when any such consent shall be obtained or such agreement, lease, license, lease or other right license shall otherwise become assignable or able to be novated, Seller shall promptly assign and novate all their its rights and obligations thereunder to Purchaser Buyer without the payment of further consideration and Buyer shall, without the payment of any further considerationconsideration therefor, assume such rights and obligations and Seller shall be relieved of any and all liability hereunder.

Consents; Assignments. The Seller and Purchaser shall the Buyer will use their respective reasonable best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses, licenses and other rights of any nature whatsoever included in relating to the Acquired Assets; PROVIDED, HOWEVER, THAT, except for filing and other administrative charges, the Buyer shall not be obligated to pay any consideration therefor to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that the Buyer and the Seller and Purchaser are unable to obtain any such required consent, approval or amendment, or if any attempted assignment would be ineffective or would adversely affect the rights of the Seller with respect to the Acquired Assets any Asset so that Purchaser the Buyer would not in fact receive all the rights with respect to such Asset, the Acquired Assets, Seller and Purchaser the Buyer will cooperate in a mutually agreeable arrangement under which Purchaser may (to the extent permitted by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders of the Bankruptcy Court, law or the terms of any applicable agreement) in a mutually agreeable arrangement under which the Buyer would, to the extent possible, obtain the benefits and assume the obligations with respect to such Acquired Asset Asset, in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Purchaserthe Buyer, or under which the Seller would enforce for the benefit of Purchaserthe Buyer, with Purchaser the Buyer assuming the Seller’ 's obligations, any and all rights of the Seller against a third party thereto. To the extent such arrangements are made, The Seller shall, without further considerationconsideration therefor, pay and remit to Purchaser the Buyer promptly all monies, rights, rights and other considerations received in respect of Purchaser’s the Buyer's performance of such obligations. Following obligations and the Closing, Seller Buyer shall use best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant remit to the Sale OrderSeller (or pay directly) all amounts due under such contracts to such third parties. If and when any such consent shall be obtained or such agreement, lease, license, license or other right shall otherwise become assignable or able to be novated, the Seller shall promptly assign and novate all their its rights and obligations thereunder to Purchaser the Buyer without payment of further consideration and the Buyer shall, without the payment of any further considerationconsideration therefor, assume such rights and obligations and the Seller shall be relieved of any and all liability hereunder.