Common use of Consents to Certain Assignments Clause in Contracts

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 or waiver of a third party, would constitute a breach or other contravention under any agreement or Law to which any the Seller is a party or by which any Seller it is bound, or in any way adversely affect the rights of the Sellers Seller or, upon transfer, the Buyer under such asset, permit, claim or rightright unless and until such consent or waiver shall be given. The Sellers Seller shall use its commercially reasonable efforts (which which, for clarity, except as provided in the next sentence, shall not include making require any monetary expenditure payments or granting any material accommodation, financial or otherwise, separate consideration from the Seller to any third party) ), in consultation with the Buyer, and the Buyer shall cooperate reasonably with the Seller (including by complying with Section 5.9), to obtain any consents or waivers required to assign to the Buyer any Transferred Asset that requires the consent or waiver of a third party, without any conditions to such transfer or changes or modifications of terms thereunder. The Buyer agrees With respect to any consent or waiver of a third party required to assign a Contract listed on Schedule 2.7(b), the Seller shall be obligated to pay, or cause to be paid, all amounts, including any fees and expenses that the Sellers shall not have any liability to the Buyer arising out of or relating to the failure to obtain any such consent third party incurs and requires reimbursement, that may be expressly required pursuant to such Contracts to be paid to any third party 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)such consents.

Consents to Certain Assignments. (a) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, but subject to the provisions of this Section 1.03 and Section 5.04, to the extent the transfer, sale, conveyance, delivery or assignment, or the attempted transfer, sale, conveyance, delivery or assignment, to Purchaser of any Transferred Asset would result in violation of Applicable Law or would require the consent, approval, authorization or waiver (“Consent”) of a person who is not a Party or an Affiliate of a Party (including Governmental Entities), and such Consent shall not have been obtained prior to the Closing, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer a transfer, sale, conveyance, delivery or assign any assetassignment, permit, claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment transfer, sale, conveyance, delivery or assignment, thereof; provided, without however, that, subject to the consent of a third party, would constitute a breach satisfaction 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 waiver of the Sellers or, upon transferconditions contained in Article VII and subject to Section 2.06, the Buyer under such assetClosing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, permitPurchaser and Seller shall, claim or right. The Sellers and Seller shall cause each of the Seller Affiliates to, use commercially their reasonable best efforts (which shall not include making any monetary expenditure or granting any material accommodationand cooperate with each other, financial or otherwise, to any third party) to obtain any consents such required Consent as promptly as practicable after the Closing. Once such Consent is obtained, Seller shall, and shall cause the Seller Affiliates, as applicable, to transfer, sell, convey, deliver or waivers required to assign to Purchaser the Buyer any relevant Transferred Asset that requires the consent of a third party, without any conditions to which such transfer or changes or modifications of terms thereunderConsent relates for no additional consideration. The Buyer Purchaser agrees that neither Seller nor any of the Sellers shall not Seller Affiliates will have any liability Liability whatsoever to the Buyer Purchaser 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 Consent or because of any circumstances resulting therefrom (other than liability arising from unless failure to obtain that Consent is otherwise a breach of Section 3.3)a representation, warranty, or covenant of Seller under this Agreement.

Consents to Certain Assignments. (a) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement to the contraryAgreement, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer sell, transfer, assign or assign deliver, directly or indirectly, any assetTransferred Contract or Permit, permit, claim or right or any benefit arising thereunder or resulting therefrom thereunder, if an attempted direct or indirect sale, transfer, assignment or delivery thereof, without the consent of a third partyparty (including a Governmental Entity), would constitute a breach breach, default, violation or other contravention under of the rights of such third party, would be ineffective with respect to any agreement party to such Transferred Contract or Law to which any Seller is a party Permit or by which any Seller is bound, or would in any way adversely affect the rights of Purchaser or the Sellers or, upon transfer, the Buyer under Transferred Subsidiaries with respect to such asset, permit, claim Transferred Contract or rightPermit. The Sellers LivaNova shall use commercially reasonable best 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 as soon as practicable after the transactions contemplated by this Agreement or date hereof (without requiring the Ancillary Agreements or because payment of any circumstances resulting therefrom amounts (other than liability arising from a breach except for any amount that Purchaser may agree to reimburse) by any Seller to any party in order to obtain such party’s consent and without any further consideration paid by Purchaser to any Seller); provided, that LivaNova shall not be deemed to have breached this Section 1.04 if any such consent is not obtained notwithstanding that LivaNova shall have exercised reasonable best efforts to obtain such consent. As soon as reasonably practicable after the date hereof and in any event prior to the Initial Closing Date, LivaNova shall provide notice to each third party (including any Governmental Entity) to whom notice of Section 3.3)the Acquisition is required to be given prior to the Initial Closing under the terms of any Transferred Contract or Permit.

Consents to Certain Assignments. (a) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement to the contraryAgreement, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer sell, transfer, assign or assign deliver, directly or indirectly, any assetTransferred Contract or Permit, permit, claim or right or any benefit arising thereunder or resulting therefrom thereunder, if an attempted direct or indirect sale, transfer, assignment or delivery thereof, without the consent of a third partyparty (including a Governmental Entity), would constitute a breach breach, default, violation or other contravention under of the rights of such third party, would be ineffective with respect to any agreement party to such Transferred Contract or Law to which any Seller is a party Permit or by which any Seller is bound, or would in any way adversely affect the rights of Purchaser or the Sellers or, upon transfer, the Buyer under Transferred Subsidiaries with respect to such asset, permit, claim Transferred Contract or rightPermit. The Sellers LivaNova shall use commercially reasonable best 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 as soon as practicable after the transactions contemplated by this Agreement or date hereof (without requiring the Ancillary Agreements or because payment of any circumstances resulting therefrom amounts (other than liability arising from a breach except for any amount that Purchaser may agree to reimburse) by any Seller to any party in order to obtain such party’s consent and without any further consideration paid by Purchaser to any Seller); provided, that LivaNova shall not be deemed to have breached this Section 1.04 if any such consent is not obtained notwithstanding that LixxXxxx xhall have exercised reasonable best efforts to obtain such consent. As soon as reasonably practicable after the date hereof and in any event prior to the Initial Closing Date, LixxXxxx xhall provide notice to each third party (including any Governmental Entity) to whom notice of Section 3.3)the Acquisition is required to be given prior to the Initial Closing under the terms of any Transferred Contract or Permit.

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 it is bound, or in any way adversely affect the rights of the Sellers or, upon transfer, the Buyer Buyers under such asset, permit, claim or right. The Sellers shall use commercially reasonable efforts (which shall not include making any monetary expenditure , 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 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 right irrespective of the consent or lack thereof of a third party. If, without with respect to any conditions Transferred Asset, such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then such transfer or changes or modifications Transferred Asset shall not be transferred hereunder, and the Closing shall proceed with respect to the remaining Transferred Assets and the Sellers shall use their reasonable best efforts (which efforts will be subject to any winding-down of terms thereunder. The Buyer agrees operations and related capabilities of the Sellers post-Closing), and the Buyers shall cooperate with the Sellers, to obtain any such consent and to resolve the impracticalities of assignment after the Closing, provided, that the Sellers shall not have any liability to the Buyer Buyers 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 on a breach of Section 3.3)post-Closing basis.