Common use of Consents to Assignments of Contracts Clause in Contracts

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. (b) Any transfer or assignment to Purchaser by Seller on the Closing Date of any interest under any Assumed Contract that requires the consent or approval of a third party shall be made subject to such consent or approval being obtained and Purchaser shall not assume any liabilities or obligations under any such Assumed Contract until such consent or approval is obtained. At Purchaser's request, Seller will cooperate with Purchaser to provide that Purchaser shall receive Seller's interest in the benefits under any such Assumed Contract and any Asset subject thereto, including (at Purchaser's request) performance by Seller as agent or, to the extent permitted under such Assumed Contract (without the need to obtain such third party's consent), grant Purchaser the exclusive, perpetual, irrevocable and royalty or payment free right and license to receive the benefit from the Assumed Contract and any Asset subject thereto; provided, in each case, that (i) Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained and (ii) the reasonable out-of-pocket costs and expenses incurred by Seller and its affiliates in connection with the cooperative actions requested by Purchaser pursuant to this Section 6.02(b) shall be paid by Purchaser or promptly reimbursed to Seller upon written request.

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 yet been obtainedobtained 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. Seller Sellers shall cooperate use their reasonable commercial efforts, in cooperation with Purchaser, upon Purchaser's request, in any reasonable manner in connection with Purchaser's obtaining to obtain any such consents and approvals; provided, however, that such cooperation in no event efforts shall require Seller or not include any requirement of its affiliates Sellers to expend moneymoney (other than payment of fees, commenceincluding legal fees, defend or participate set forth in the applicable Assumed Contracts), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. (b) Any transfer , other than to remedy defaults thereunder. In the event such consents or assignment to Purchaser by Seller on the Closing Date of any interest under any Assumed Contract that requires the consent or approval of a third party shall be made subject to such consent or approval being obtained and Purchaser shall approvals have not assume any liabilities or obligations under any such Assumed Contract until such consent or approval is been obtained. At , at Purchaser's ’s request, Seller Sellers will cooperate with Purchaser to provide that the Purchaser shall receive Seller's Sellers’ interest in the benefits under any such Assumed Contract and any Asset subject theretocontract, including (at Purchaser's ’s request) performance by Seller Sellers as agent oragent, to provided that the extent permitted under such Assumed Contract (without the need to obtain such third party's consent), grant Purchaser the exclusive, perpetual, irrevocable and royalty or payment free right and license to receive the benefit from the Assumed Contract and any Asset subject thereto; provided, in each case, that (i) 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 and 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 reasonable out-of-pocket costs event of an assignment unless and expenses incurred by Seller and its affiliates in connection with the cooperative actions requested by Purchaser pursuant to this Section 6.02(b) until such consent shall be paid by Purchaser or promptly reimbursed to Seller upon written requesthave been obtained.

Consents to Assignments of Contracts. (a) Purchaser acknowledges and agrees that certain consents and approvals with respect Notwithstanding anything in this Agreement or in any Additional Agreement to the transactions contemplated by contrary, neither this Agreement may 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 required from parties to the Assumed Contracts and that ineffective or would violate any applicable law. If any such consents and approvals have consent has not been obtained. obtained as of the Closing Date, each of Seller and Purchaser shall use its commercially reasonable efforts to obtain such consent following the Closing. (b) If any Assumed Contract is not transferred to Purchaser at the Closing pursuant to this Agreement, Seller shall cooperate with Purchaser, upon Purchaser's request, Purchaser in any reasonable manner arrangement designed to provide for Purchaser all of the benefits of, and to have Purchaser assume the burdens, liabilities, obligations and expenses expressly assumed by Purchaser hereunder with respect to, such Assumed Contract. In such event, until such consent has been obtained, (i) Purchaser shall use commercially reasonable efforts to perform in connection Seller’s name all of Seller’s obligations with Purchaser's obtaining any such consents and approvalsrespect to each Assumed Contract; provided, however, that Seller shall not be required to take any action in performing such cooperation obligations which, in no event shall require Seller or any of its affiliates to expend moneyPurchaser’s reasonable judgment, commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) would subject Purchaser to any third party. (b) Any transfer liability or assignment to Purchaser by Seller on the Closing Date an unreasonable risk of any interest under any Assumed Contract that requires the consent or approval of a third party shall be made subject to such consent or approval being obtained and Purchaser shall not assume any liabilities or obligations under incurring any such Assumed Contract until such consent or approval is obtained. At Purchaser's request, Seller will cooperate with Purchaser to provide that Purchaser shall receive Seller's interest in the benefits under any such Assumed Contract and any Asset subject thereto, including (at Purchaser's request) performance by Seller as agent or, to the extent permitted under such Assumed Contract (without the need to obtain such third party's consent), grant Purchaser the exclusive, perpetual, irrevocable and royalty or payment free right and license to receive the benefit from the Assumed Contract and any Asset subject thereto; provided, in each case, that (i) Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained liability and (ii) the Seller shall take all commercially reasonable out-of-pocket costs and expenses incurred by Seller and its affiliates in connection with the cooperative actions reasonably requested by Purchaser, at Purchaser’s expense, to assist Purchaser in enforcing for the benefit of Purchaser any and all rights of Seller with respect to any such Assumed Contract. (c) If, following the efforts of the parties pursuant to this Section 6.02(b) 7.02, an Assumed Contract is unable to be transferred to Purchaser pursuant to the applicable transfer provisions contained herein, Seller and Purchaser shall be paid by cooperate in any reasonable arrangement designed to give Purchaser, as nearly as possible, the same economic benefits, and to have Purchaser assume the same burdens, liabilities, obligations and expenses, as if such transfer had been consummated in accordance with the provisions hereof; provided, however, that nothing herein shall create or promptly reimbursed provide any rights or benefits in or to Seller upon written requestthird parties.

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 Sellers 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 either 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. (b) Any transfer or assignment to Purchaser by either Seller on the Closing Date of any interest under any Assumed Contract that requires the consent or approval of a third party shall be made subject to such consent or approval being obtained and Purchaser shall not assume any liabilities or obligations under any such Assumed Contract contract until such consent or approval is obtained. At Purchaser's request, Seller Sellers will cooperate with Purchaser in a commercially reasonable manner to provide that Purchaser shall receive Seller's Sellers' interest in the benefits under any such Assumed Contract and any Asset subject theretocontract, including (at Purchaser's request) performance by the applicable Seller as agent oragent, to the extent permitted under such Assumed Contract (without the need to obtain such third party's consent), grant Purchaser the exclusive, perpetual, irrevocable and royalty or payment free right and license to receive the benefit from the Assumed Contract and any Asset subject thereto; provided, in each case, that (i) Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained and (ii) the reasonable out-of-pocket costs and expenses incurred by Seller and its affiliates in connection with the cooperative actions requested by Purchaser pursuant to this Section 6.02(b) shall be paid by Purchaser or promptly reimbursed to Seller upon written requestobtained.

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 ’s request, in any reasonable manner in connection with Purchaser's ’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. (b) Any transfer or assignment to Purchaser by Seller on the Closing Date of any interest under any Assumed Contract that requires the consent or approval of a third party shall be made subject to such consent or approval being obtained and Purchaser shall not assume any liabilities or obligations under any such Assumed Contract until such consent or approval is obtained. At Purchaser's ’s request, Seller will cooperate with Purchaser to provide that Purchaser shall receive Seller's ’s interest in the benefits under any such Assumed Contract and any Asset subject thereto, including (at Purchaser's ’s request) performance by Seller as agent or, to the extent permitted under such Assumed Contract (without the need to obtain such third party's ’s consent), grant Purchaser the exclusive, perpetual, irrevocable and royalty or payment free right and license to receive the benefit from the Assumed Contract and any Asset subject thereto; provided, in each case, that (i) Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained and (ii) the reasonable out-of-pocket costs and expenses incurred by Seller and its affiliates in connection with the cooperative actions requested by Purchaser pursuant to this Section 6.02(b) shall be paid by Purchaser or promptly reimbursed to Seller upon written request.