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.
(b) If (i) notwithstanding the applicable provisions of Sections 363 and 365 of the Bankruptcy Code and the Confirmation Order and the commercially reasonable efforts of the Sellers and the Buyers, any consent is not obtained prior to Closing and as a result thereof the Buyers shall be prevented by a third party from receiving the rights and benefits with respect to a Transferred Asset intended to be transferred hereunder, (ii) any attempted assignment of a Transferred Asset would adversely affect the rights of the Sellers thereunder so that the Buyers would not in fact receive all the rights and benefits contemplated or (iii) any Transferred Asset is not otherwise capable of sale and/or assignment (after giving effect to the Confirmation Order and the Bankruptcy Code), then, in each ...
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, 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 agreement concerning such asset, claim or right, or would in any way adversely affect the rights of Seller or, upon transfer, Purchaser 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, then such transfer or assignment or assumption shall be made subject to such consent being obtained, and thereafter, Seller shall use its reasonable best efforts to obtain such consent.
(b) If any such consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Seller shall cooperate (each at its own expense) in any lawful and commercially reasonable arrangement proposed by Purchaser under which (i) Purchaser shall obtain (to the maximum extent possible without infringing upon the legal rights of such third party or violating any Applicable Law (as defined in Section 13.05(b)) the economic claims, rights and benefits (net of the amount of any related Tax (as defined in Section 13.05(b)) costs imposed on Seller or any of its affiliates to the extent not assumed pursuant to clause (ii) below) under the asset, claim or right with respect to which the consent has not been obtained in accordance with this Agreement and (ii) Purchaser shall assume any related economic burden (including the amount of any related Tax costs imposed on Seller or any of its affiliates) with respect to the asset, claim or right with respect to which the consent has not been obtained in accordance with this Agreement.
Consents to Certain Assignments. To the extent the sale, conveyance, transfer, or assignment of any Contract or Permit requires the consent of any third party, this Agreement shall not constitute an agreement to complete such sale, conveyance, transfer or assignment if such action would constitute a breach or violation of the terms of such Contract or Permit. After the Closing Date, Seller will take all commercially reasonable steps (not including the payment of consideration) requested by Buyer to secure consents to the assignment of any Contracts or Permits that have not yet been obtained or otherwise to transfer or provide to Buyer the benefits of such Contracts or Permits.
Consents to Certain Assignments. 4 Section 1.04 Assumption of Liabilities. 4 Section 1.05 Consideration. 7 ARTICLE II. 7 Section 2.01 Closing. 7 Section 2.02 Deliveries by Seller 7 Section 2.03 Deliveries by Buyer and Real Property Buyer. 9 Section 2.04 Post-Closing Purchase Price Adjustment. 11 Section 2.05 Allocation of Purchase Price. 15 ARTICLE III. 15 Section 3.01 Organization. 15 Section 3.02 Authorization. 15 Section 3.03 No Conflicts or Violations; No Consents or Approvals Required. 15 Section 3.04 Financial Statements. 16 Section 3.05 Title to Transferred Assets. 16
Consents to Certain Assignments. To the extent the sale, transfer or assignment of any Contract or Permit requires the consent of any third party, this Agreement shall not constitute an agreement to effect such sale, transfer or assignment if such action would constitute a breach or violation of, or with respect to, such Contract or Permit or any statute, rule or regulation. If Seller is unable to obtain the consent to the assignment of any Contract or Permit prior to the Closing, the Closing shall nonetheless take place and, thereafter, Seller shall take or cause to be taken all commercially reasonable steps (not including the payment of consideration) requested by Buyer to secure such consent after the Closing or otherwise to transfer or provide to Buyer the benefits of such Contracts or Permits, and Buyer shall provide Seller with reasonable assistance in connection therewith.
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.
(b) To the extent a Consent is not obtained prior to the Closing, each of the parties shall use the efforts set forth in Section 2.5(a) and Section 2.9(d) to seek a Customer Migration Event. Reference is also made to the customer migration-related services to be provided by Seller pursuant to the Transition Services Agreement.
(c) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, from and after the Closing, neither Seller nor any Seller Subsidiary shall have any (i) obligation to extend any contract for which a Consent has not been received, or (ii...
Consents to Certain Assignments. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the grant, sale, assignment, sublease, transfer, conveyance, novation or delivery or attempted grant, sale, sublease, assignment, transfer, conveyance, novation or delivery to Hawaii LLC of any asset (including any Contract) that would be a Contributed Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the grant, sale, assignment, sublease, transfer, conveyance, novation or delivery of such Contributed Asset unless such failure causes a failure of any of the conditions to Closing set forth in Article VII, in which event the Closing shall proceed only if the failed condition is waived by the party or parties entitled to the benefit thereof. In the event that there is no failed condition to Closing, or any failed condition to Closing is waived, and the Closing proceeds without the grant, transfer, sale, sublease, assignment, transfer, conveyance, novation or delivery of any such asset, then following the Closing, the parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, that any such cooperation and related actions by Horizon, its Subsidiaries or any of their Affiliates shall be considered Transition Services (as defined in the Transition Services Agreement) and subject to the terms of the Transition Services Agreement, and any related costs and expenses incurred by Horizon, its Subsidiaries or any of their Affiliates shall be paid by Pasha and Hawaii LLC pursuant to Section 3.1 of the Transition Services Agreement. Pending such authorization, approval, consent or waiver, the parties shall use their reasonable best efforts to cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Hawaii LLC the benefits of use of such asset and to Horizon the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Hawaii LLC at Closing. Once authorization, approval, consent or waiver for the grant, sale, assignment, sublease, transfer, conveyance, novation or delivery of any such asset...
Consents to Certain Assignments. If the sale, conveyance, transfer or ------------------------------- assignment of any Contract or other Transferred Asset requires the consent of any third party, this Agreement shall not constitute an agreement to complete such sale, conveyance, transfer or assignment unless and until such consent has been obtained. If Seller has not obtained the consent to the assignment of any such Contract or Transferred Asset prior to the Closing Date, the parties shall cooperate with each other in any reasonable arrangement designed to provide Buyer the benefits and use of such Transferred Asset, the same as if such consent had been obtained. Such arrangement shall remain in effect until the earlier of: (i) the Contract or other Transferred Asset giving rise to the obligation to obtain such consent shall have been terminated or shall have expired; (ii) the consent has been obtained; or (iii) Buyer and Seller have agreed in writing that such consent is no longer necessary. After the Closing, Seller shall use its best efforts, and Buyer shall cooperate with Seller, each at their own expense, to obtain all required consents not delivered at Closing; provided, however, that in obtaining such consents, neither Seller nor Buyer -------- ------- shall be required to make any additional payment or take any additional action not otherwise required under the terms of any relevant contract or arrangement.
Consents to Certain Assignments. To the extent that the sale, conveyance, transfer or assignment of any Contract requires the consent of any third party, this Agreement shall not constitute an agreement to complete such sale, conveyance, transfer or assignment if such action would constitute a breach of the terms of such Contract. If Seller is unable to obtain such consent to the assignment of any Contract, the Closing shall nonetheless take place and Seller will take all steps (not including the payment of any consideration) reasonably requested by Buyer to secure such consent after the Closing or otherwise to transfer or provide to Buyer the benefits of such Contract. Buyer shall use its reasonable efforts to cooperate with Seller in obtaining such consents.
Consents to Certain Assignments. 9.14.1 Notwithstanding anything in this Agreement or the Bixx xf Sale, Assignment and Assumption Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign any Acquired Asset 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 the Company is a party or by which it is bound.
9.14.2 The Company (with the reasonable cooperation of the Buyer) shall use its commercially reasonable efforts to obtain any consent or waiver required to assign to the Buyer any Acquired Asset prior to the Closing. If any such consent or waiver is not obtained prior to Closing and as a result thereof Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Acquired Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Company or a Company Subsidiary thereunder so that Buyer would not in fact receive all such rights, the Company and Buyer shall use their commercially reasonable efforts to obtain such consent or waiver after the Closing Date, and to take such actions such that Buyer would obtain the economic claims, rights and benefits under such asset and assume the economic burdens and obligations under the same terms and for the same duration with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to Buyer. The Company shall use commercially reasonable efforts to take all actions reasonably necessary to provide the Buyer the benefits of and enforce the Buyer’s rights with respect to such Acquired Asset under the same terms and for the same duration, and the Company shall promptly pay to the Buyer when received all monies received by the Company in respect of or related to such Acquired Asset. Buyer shall pay the Company’s out-of-pocket expenses incurred after the Closing in connection with the compliance of the Company with its obligations under this Section 9.14.2. The obligations set forth in this Section 9.14.2 shall terminate ninety (90) days following the Closing.
