Consents to Assignments of Contracts. (a) Purchaser acknowledges and agrees that certain consents and approvals with respect to the transactions contemplated by this Agreement may be required from parties to the Assumed Contracts and that such consents and approvals have not been obtained. Seller shall cooperate with Purchaser, upon Purchaser's request, in any reasonable manner in connection with Purchaser's obtaining any such consents and approvals; provided, however, that such cooperation in no event shall require Seller or any of its affiliates to expend money, commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party.
Consents to Assignments of Contracts. Buyer acknowledges that certain consents and approvals with respect to the Contemplated Transactions may be required from parties to the Business Contracts and that such consents and approvals have not been obtained as of the date hereof. Prior to the Closing, Seller shall use its commercially reasonable efforts to obtain any such consents and approvals; provided, however, that such efforts shall not include any requirement of Seller to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. In the event such consents or approvals have not been obtained prior to the Closing Date, at Buyer’s request, Seller will cooperate with Buyer to provide that Buyer shall receive Seller’s interest in the benefits under any such Business Contract, including (at Buyer’s request) performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that Buyer would have been responsible therefor hereunder if such consent or approval had been obtained.
Consents to Assignments of Contracts. All necessary consents to the assignment of any Contracts Requiring Consent which Purchaser has agreed to assume shall have been obtained in written instruments reasonably satisfactory to Purchaser.
Consents to Assignments of Contracts. (a) Notwithstanding anything in this Agreement or in any Additional Agreement to the contrary, neither this Agreement nor any such Additional Agreement shall constitute an agreement to assign or otherwise transfer, or require Purchaser to assume any obligations under, any Assumed Contract if an attempted assignment or transfer thereof would, without the consent of a third party to such assignment or transfer, constitute a breach thereof, would be ineffective or would violate any applicable law. If any such consent has not been obtained as of the Closing Date, each of Seller and Purchaser shall use its commercially reasonable efforts to obtain such consent following the Closing.
Consents to Assignments of Contracts. The necessary consents to the assignment and transfer of Affiliation Agreements and Real Property Agreements which have been designated as Material Assumed Contracts shall have been obtained by the Sellers in written instruments reasonably satisfactory to Purchaser, copies of which shall be furnished to Purchaser.
Consents to Assignments of Contracts. Purchaser acknowledges that certain consents and approvals with respect to the transactions contemplated by this Agreement may be required from parties to the Assumed Contracts and that such consents and approvals have not yet been obtained and may not be obtained prior to the Closing and the parties agree that this Agreement shall not be deemed to constitute an assignment or transfer of any such Assumed Contract, or an attempted assignment or transfer thereof and any such contract shall not be considered an “Assumed Contract” hereunder until such consent or approval is received. Sellers shall use their reasonable commercial efforts, in cooperation with Purchaser, to obtain any such consents and approvals; provided, however, that such efforts shall not include any requirement of Sellers to expend money (other than payment of fees, including legal fees, set forth in the applicable Assumed Contracts), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party, other than to remedy defaults thereunder. In the event such consents or approvals have not been obtained, at Purchaser’s request, Sellers will cooperate with Purchaser to provide that the Purchaser shall receive Sellers’ interest in the benefits under any such contract, including (at Purchaser’s request) performance by Sellers as agent, provided that the Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that such Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Notwithstanding anything herein to the contrary, nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an assignment, attempt or agreement to assign any Assumed Contract, which by its terms or by Law is (i) void upon the attempted assignment of such Assumed Contract without the consent of a third party or a Governmental Body or (ii) is cancelable by a third party in the event of an assignment unless and until such consent shall have been obtained.
