Consents to Certain Assignments. (a) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer or assign any asset, permit, claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention under any agreement or Law to which any Seller is a party or by which it is bound, or in any way adversely affect the rights of the Sellers or, upon transfer, the Buyer under such asset, permit, claim or right, unless the applicable provisions of the Bankruptcy Code permits and/or the Sale Order authorizes the assumption and assignment of such asset, permit, claim, or right irrespective of the consent or lack thereof of a third party. If, with respect to any Transferred Asset, such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then such Transferred Asset shall not be transferred hereunder, and, without prejudice to any of the conditions to the obligations of the Buyer as set forth in Section 7.3 hereof, the Closing shall proceed with respect to the remaining Transferred Assets and the Sellers and the Buyer shall each use their commercially reasonable efforts, and subject to Section 5.17, the Buyer shall cooperate with the Sellers, to obtain any such consent and to resolve the impracticalities of assignment after the Closing; provided that nothing in this Agreement or any Ancillary Agreement shall require any Seller, the Buyer or any of their respective Affiliates to make any payment or initiate any Action (other than Actions for relief from the Bankruptcy Court) to obtain consent to the transfer of any Transferred Asset as contemplated by this Agreement or any Ancillary Agreement.
Consents to Certain Assignments. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any asset or any claim or right or any benefit arising under or resulting from such asset if an attempted direct or indirect assignment thereof, without the consent of a third party or Governmental Approval, would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Entity or of applicable Law, would be ineffective with respect to any party to an agreement concerning such asset, claim or right, or would in any way adversely affect the rights of Seller or any other member of the Seller Group or, upon transfer, Purchaser or the Transferred Entity under such asset, claim or right. If any direct or indirect transfer or assignment by Seller to Purchaser, or any direct or indirect acquisition or assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires the consent of a third party or Governmental Approval, then such transfer or assignment or assumption shall be made subject to such consent or Governmental Approval being obtained.
Consents to Certain Assignments. (a) Each of the parties shall use commercially reasonable efforts to obtain any consents, approvals, authorizations, qualifications, orders or waivers of third Persons (each, a “Consent”) that may be required to assign to the Buyer any Transferred Asset, without any conditions to such transfer or changes or modifications of terms thereunder. For purposes of this Section 2.5(a), a party will be deemed to have satisfied its obligation to the extent it substantially complies with the Transition Strategy. Subject to compliance with the obligation to use commercially reasonable efforts hereunder, the Buyer agrees that neither the Seller nor any Seller Subsidiary shall have any Liability to the Buyer arising out of or relating to the failure to obtain any such Consent from customers of the Business in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements or because of any circumstances resulting therefrom. Subject to compliance with the obligation to use commercially reasonable efforts hereunder, the Buyer further agrees that no representation, warranty or covenant of the Seller or any Seller Subsidiary herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result, in and of itself, of (i) the failure to obtain any such Consent from customers of the Business or (ii) any suit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent from customers of the Business. The Buyer further agrees that certain of the Consents may not be obtained prior to the Closing and that its obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreements is not subject to any condition or contingency with respect to such Consents other than the conditions set forth in Section 8.2.
Consents to Certain Assignments. (a) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer or assign any asset, permit, claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention under any agreement or Law to which any Seller is a party or by which any Seller is bound, or in any way adversely affect the rights of the Sellers or, upon transfer, the Buyer under such asset, permit, claim or right. The Sellers shall use commercially reasonable efforts (which shall not include making any monetary expenditure or granting any material accommodation, financial or otherwise, to any third party) to obtain any consents or waivers required to assign to the Buyer any Transferred Asset that requires the consent of a third party, without any conditions to such transfer or changes or modifications of terms thereunder. The Buyer agrees that the Sellers shall not have any liability to the Buyer arising out of or relating to the failure to obtain any such consent that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of any circumstances resulting therefrom (other than liability arising from a breach of Section 3.3).
Consents to Certain Assignments. (a) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer or assign any asset, permit, claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention under any agreement or Law to which any Seller is a party or by which it is bound, or in any way adversely affect the rights of the Sellers or, upon transfer, the Buyers under such asset, permit, claim or right, unless the applicable provisions of the Bankruptcy Code permits and/or the Confirmation Order authorizes the assumption and assignment of such asset, permit, claim, or right irrespective of the consent or lack thereof of a third party. If, with respect to any Transferred Asset, such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Confirmation Order, then such Transferred Asset shall not be transferred hereunder, and, without prejudice to any of the conditions to the obligations of the Buyers as set forth in Section 7.3 hereof, the Closing shall proceed with respect to the remaining Transferred Assets; provided that nothing in this Agreement or any Ancillary Agreement shall require any Seller, the Buyers or any of their respective Affiliates to make any payment (other than as required in the applicable contract or permit or in the Chapter 11 Plan) or initiate any Action (other than Actions for relief from the Bankruptcy Court) to transfer any Transferred Asset as contemplated by this Agreement or any Ancillary Agreement.
Consents to Certain Assignments. (a) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer or assign any asset, contract, permit, claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent or waiver, or the taking of a similar action, of a third party, would constitute a breach or other contravention under any agreement or Law to which the Seller is a party or by which it is bound, or in any way adversely affect the rights of the Seller or, upon transfer, the Buyer under such asset, contract, permit, claim or right. The Seller shall use its commercially reasonable efforts to obtain any consents or waivers required to assign to the Buyer any Transferred Assets that require the consent of a third party, without any conditions to such transfer or changes or modifications of terms thereunder.
Consents to Certain Assignments. (a) Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to sell, transfer, assign or deliver, directly or indirectly, any Purchased Asset, or any benefit arising thereunder, if an attempted direct or indirect sale, transfer, assignment or delivery thereof, without the consent of or notice to a third party (including a Governmental Authority), would constitute a breach, default, violation or other contravention of the rights of such third party, would be ineffective with respect to any party to a Contract concerning such Purchased Asset or would in any way adversely affect the rights of Seller or any of its Affiliates or, upon transfer, Buyer. Buyer agrees that neither Seller nor any of its Affiliates shall have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any such consent or give any such notice, except for liability under this Agreement to the extent the requirement to obtain any such consent constitutes a breach of any representation, warranty or covenant of Seller or is a condition to Closing herein.
Consents to Certain Assignments. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to sell, transfer or assign, directly or indirectly, any Purchased Asset, or any benefit arising thereunder, if the direct or indirect sale, transfer or assignment thereof, without the Consent of a third party (including a Governmental Authority), would constitute a breach, default, violation or other contravention of the rights of such third party, would be ineffective with respect to any party to an Assumed Contract or a Contract concerning such Purchased Asset or would adversely affect the rights of the applicable Seller or, upon transfer, Buyer, under such Purchased Asset. Notwithstanding anything in the preceding sentence to the contrary, any such asset that would otherwise constitute part of the Purchased Assets shall be held and/or received by the applicable Seller for the benefit of Buyer so that Buyer will be in substantially the same position as if such Purchased Asset had been transferred to Buyer at the Closing.
Consents to Certain Assignments. (i) Notwithstanding anything in this Agreement to the contrary, Section 5.14(a) shall not constitute an agreement to assign or otherwise transfer, directly or indirectly, any Contributed Asset (including any Contributed Asset that is a Contract) if such assignment or transfer would (A) constitute a breach, default, or violation of, or otherwise contravene, (1) the rights of any third party with respect to any assignment or transfer provisions of any Contract in respect of such Contributed Asset or (2) Applicable Law or (B) require the consent of any Governmental Authority. If any direct or indirect transfer or assignment pursuant to Section 5.14(a) requires the consent or approval of a third party or Governmental Authority, then such transfer or assignment shall be required to be made only subject to such consent or approval being obtained.
Consents to Certain Assignments. (i) The Seller and the Buyer will, prior to the Closing Date, cooperate in the giving of all notices to third parties (including all Governmental Authorities) and will use their commercially reasonable efforts to obtain all approvals, consents, novations and waivers of any third party (including all Governmental Authorities) that are required to give effect to the transactions contemplated by this Agreement or which are otherwise required under any Contract, license, lease or Permit in connection with the consummation of the transactions contemplated by this Agreement (the “Required Consents”); provided that the Seller will be obligated hereunder to pay any contractually required consideration to any third party from whom such consent is requested.
