Common use of Consents Not Obtained at Closing Clause in Contracts

Consents Not Obtained at Closing. (a) Seller shall use all commercially reasonable efforts to obtain and deliver to Purchaser at or prior to the Closing such consents as are required to allow the assignment by Seller to Purchaser of Seller’s rights, title and interest in, to and under any Transferred Contract and Permit included in the Purchased Assets. To the extent any Transferred Contract or Permit is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Xxxx of Sale and Assignment Agreement shall constitute an assignment or an attempted assignment of such Transferred Contract or Permit. (b) If any such consents and waivers are not obtained with respect to any Transferred Contract, the Xxxx of Sale and Assignment Agreement shall constitute an equitable assignment by Seller to Purchaser of all of Seller’s rights, benefits, title and interest in and to such Transferred Contract, to the extent permitted by Law, and Purchaser shall be deemed to be Seller’s agent for the purpose of completing, fulfilling and discharging all of Seller’s rights and Liabilities arising on and after the Closing Date under such Transferred Contract, and Seller shall take all necessary steps and actions to provide Purchaser with the benefits of such Transferred Contract.

Consents Not Obtained at Closing. (ai) Seller shall use all commercially reasonable efforts to obtain and deliver to Purchaser at or prior to the Closing such consents as are required to allow the assignment by Seller to Purchaser of Seller’s rights, title and interest in, to and under any Transferred Contract and Permit included in the Purchased Assets. To the extent any Transferred Contract or Permit that was purportedly assigned by Seller in connection with the Closing is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Xxxx Bill of Sale Sale, nor the Assignment and Assignment Assumption Agreement shall constitute an assignment or an attempted assignment of such Transferred Contract or PermitContract. After the Closing, Seller shall use all commercially reasonable efforts, and Buyer shall cooperate with Seller at Seller’s expense, to obtain any consents and waivers necessary to convey to Buyer all Contracts intended to be included in the Purchased Assets. (bii) If any such consents and waivers are consent or waiver is not validly obtained with respect to any Transferred ContractContract as described in Section 5.3, the Xxxx Bill of Sale and the Assignment and Assumption Agreement shall constitute an equitable assignment by Seller to Purchaser of all of Seller’s rights, benefits, title and interest in and to such Transferred Contract, to the extent permitted by Law, and Purchaser Buyer shall be deemed to be Seller’s agent for the purpose of completing, fulfilling and discharging all of Seller’s rights and Liabilities arising on and after the Closing Date under such Transferred transferred Contract, and Seller shall take all necessary steps and actions to provide Purchaser Buyer with the benefits of such Transferred transferred Contract.