Consents to Assign. With respect to each Consent set forth in Schedule 6.01(c), within ten (10) days after the date of this Agreement, Seller shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required.
(a) If (1) Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (A) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and Buyer.
(b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent.
(c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01...
Consents to Assign. To the extent that any Contract is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any Assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to the Buyer of the Contracts, this Agreement and any Assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to the Buyer of all of Seller's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, the Buyer shall be deemed to be the Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Seller Contracts. Seller shall use its reasonable efforts to provide the Buyer with the benefits of such Contracts (including, without limitation, permitting the Buyer to enforce any rights of Seller arising under such Contracts), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts.
Consents to Assign. Prior to the Closing Date, Seller shall attempt to obtain consents necessary to assign the Properties to Buyer at Closing.
Consents to Assign. Within a reasonable time after the execution of this Agreement by both parties, Seller shall make a good faith effort to identify and send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to assign. If Seller fails to obtain a consent prior to the Closing Date and the failure to obtain such consent would (i) cause the assignment of such Asset to Buyer to be void or voidable, (ii) trigger an express termination or right of termination of the lease or document underlying the consent, or (iii) trigger an express monetary penalty, then, and only then, the Asset subject to such failed consent shall be deemed a Title Defect, and Seller shall have the rights set forth in Section 3.3(b) with respect thereto, but subject to the materiality conditions therein.
Consents to Assign. The Parties agree and acknowledge that ASSIGNEE has received from ASSIGNOR the notice required pursuant to Section 5.5.1 of the Purchase and Sale Agreement and will proceed with Closing as to all portions of the Property, subject to the further obligations of ASSIGNOR and ASSIGNEE set forth in Section 5.5.3(b) of the Purchase and Sale Agreement.
Consents to Assign. 5.1.1 Pursuant to Section 9.3, Seller (with the commercially reasonable cooperation of Buyer) shall use reasonable and prompt efforts to obtain prior to Closing all consents from third parties required to consummate the transactions contemplated hereby with respect to the Purchased Interests.
5.1.2 If a required consent set forth on Schedule 7.3 has not been obtained prior to Closing, any Property with respect to which consent is required but not obtained shall be excluded from this Agreement, and the Purchase Price shall be adjusted by the Allocated Value of such excluded Property. Buyer remains obligated to purchase from Seller the remainder of the Purchased Interests that are not subject to such unattained required consents.
Consents to Assign. Some of the Leases may be subject to third party consents to assignment and notices of sale. The consents to assign have been executed by the necessary parties and an original or telecopy of each document shall be furnished to Buyer at Closing.
Consents to Assign. Seller represents that the transfer by Seller of the Assets, or any portion thereof, are subject to the approval of lessors or governmental agencies having jurisdiction, or other forms of consent, and are subject to any rights of first refusal or preferential rights of purchase in favor of third parties. Seller shall, prior to Closing, use its reasonable efforts to attempt to obtain the necessary non-governmental approvals and consents to assign. If consents are denied or not acquired prior to Closing, the affected Assets shall be deleted from this Agreement and the Purchase Price decreased by the amount allocated by Buyer on Exhibit A, Schedule 1, with the remaining Assets to be sold hereunder.
Consents to Assign. If, on or before the Final Settlement Date, Seller obtains any of the required consents to assign set forth on Schedule 3.1(i) that were not obtained as of Closing, then Seller shall execute and deliver to Buyer the Assigned Interest in the Interests affected by such consents to assign, by instrument in the form and substance of the Assignment, effective as of the Effective Time, and, contemporaneously therewith, Buyer shall pay Seller the amount equal to the Allocated Value of such Interests which was previously withheld at Closing. For the purposes of Buyer's indemnities under this Agreement the Interests assigned pursuant to this Section 8.7 shall not be deemed part of "Interests" until delivery of such assignment to Buyer.
Consents to Assign. Seller represents that the transfer by Seller of the Assets, or any portion thereof, is not subject to the approval of lessors or governmental agencies having jurisdiction, other forms of consent or certain rights of first refusal or preferential rights of purchase in favor of third parties, however, Seller shall, prior to Closing, use its reasonable efforts to attempt to obtain the necessary non-governmental approvals, consents to assign and waivers of preferential rights, if any such approvals, consents or waivers are discovered. If any such approvals, consents or waivers are denied or not acquired or obtained prior to Closing, the value associated the affected Assets shall be subtracted from the Purchase Price by the amount allocated for the affected Assets on Schedule 2.2 by Buyer with the remaining Assets being conveyed at Closing and the value associated with the affected Assets remaining in escrow after Closing. Seller shall then have until sixty (60) days after the Closing to secure consents and waivers of preferential rights at its sole cost, risk and expense. The deadline to secure any consents and waivers of preferential rights shall extended for up to thirty (30) days as long as Seller works diligently to secure such. Upon successfully acquiring such consents or waivers, Seller shall be entitled to payment in immediately available funds within ten (10) Business Days of the date Seller demonstrates to Buyer’s reasonable satisfaction that such consents or waivers have been secured.
