Common use of Consents to Certain Assignments Clause in Contracts

Consents to Certain Assignments. (a) If (i) notwithstanding the applicable provisions of Sections 363 and 365 of the Bankruptcy Code and the Sale Order and the commercially reasonable efforts of the Selling Entities and Buyer pursuant to Section 2.5(d), any Consent or Governmental Authorization is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by a third party from receiving the rights and benefits with respect to a Purchased Asset intended to be transferred hereunder, or (ii) any Purchased Asset is not otherwise capable of sale and/or assignment (after giving effect to the Sale Order and the Bankruptcy Code), then, in any such case, the Selling Entities shall, prior to the closing of the Bankruptcy Case and subject to any approval of the Bankruptcy Court that may be required and at the request of the Buyer, cooperate with Buyer in any lawful and commercially reasonable arrangement under which the Buyer would, to the extent practicable, obtain (for no additional cost or consideration) the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer, and the Buyer shall assume any related burden and obligation with respect to such Purchased Asset to the extent such burden and obligation would constitute an Assumed Liability if such Purchased Asset was transferred at Closing; provided, that the Selling Entities’ cooperation obligations contemplated by this Section 2.6 shall not include any obligation by any Selling Entity or any of its Affiliates to pay money (advance or otherwise) to any third party or to incur out-of-pocket expenses unless the Buyer funds such amounts. The Buyer shall cooperate with the Selling Entities in order to enable the Selling Entities to provide to the Buyer the benefits contemplated by this Section 2.6. The Selling Entities shall as promptly as practicable pay to the Buyer when received all monies received by the Selling Entities attributable to such Purchased Asset from and after the Closing Date and the Buyer shall promptly pay the Selling Entities for all reasonable and documented out-of-pocket costs incurred by the applicable Selling Entities associated with, arising or resulting from such arrangement.

Consents to Certain Assignments. Without limiting the effect of ARTICLE 6, the Buyer and the Sellers agree that there shall be excluded from the Purchased Assets any Assumed Agreements that are not assignable or transferable pursuant to the Bankruptcy Code or otherwise without the consent of any Person other than the Sellers or any Affiliate of the Sellers, to the extent that such consent shall not have been given prior to the Funding; provided, however, that the Sellers shall have the continuing obligation (aboth before and after the Funding) If to use all commercially reasonable efforts (i) notwithstanding the applicable provisions including, without limitation, prosecution of Sections 363 and appropriate motions pursuant to Section 365 of the Bankruptcy Code Code) to endeavor to obtain all necessary consents to the assignment thereof and, upon obtaining the requisite Third Party consents thereto, such Purchased Asset shall be assigned to the Buyer at no cost free and clear of all Liens other than the Sale Order and Permitted Liens; provided, further, that the commercially reasonable efforts Sellers shall not be required to incur any unreasonable costs or make any material payment to any Third Party (other than cure costs) to obtain any consent. With respect to any Assumed Agreement which is not transferred at the Funding as contemplated by the immediately preceding sentence, effective as of the Selling Entities Cut-Off Time, the Sellers shall enter into arrangements reasonably requested by the Buyer designed to provide the Buyer the full and Buyer pursuant exclusive benefits of such asset; provided, however, that subject to Section 2.5(d)2.2(a)(ii) hereof, any Consent or Governmental Authorization is the Buyer assumes the duty to perform the obligations relating to such Assumed Agreements accruing after the Cut-Off Time. If and to the extent such arrangements cannot obtained prior to Closing and as a result thereof be made, the Buyer shall be prevented by a third party from receiving the rights and benefits with respect to a Purchased Asset intended to be transferred hereunder, or (ii) any Purchased Asset is not otherwise capable of sale and/or assignment (after giving effect to the Sale Order and the Bankruptcy Code), then, in any such case, the Selling Entities shall, prior to the closing of the Bankruptcy Case and subject to any approval of the Bankruptcy Court that may be required and at the request of the Buyer, cooperate with Buyer in any lawful and commercially reasonable arrangement under which the Buyer would, to the extent practicable, obtain (for have no additional cost or consideration) the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer, and the Buyer shall assume any related burden and obligation with respect to such Purchased Asset Assumed Agreement. For the avoidance of doubt, this Section 2.8 shall not be applicable to the extent such burden and obligation would constitute an Assumed Liability if such Purchased Asset was transferred at Closing; provided, that the Selling Entities’ cooperation obligations contemplated by this Section 2.6 shall not include any obligation by any Selling Entity or any of its Affiliates to pay money (advance or otherwise) to any third party or to incur out-of-pocket expenses unless the Buyer funds such amounts. The Buyer shall cooperate with the Selling Entities in order to enable the Selling Entities to provide to the Buyer the benefits contemplated by this Section 2.6. The Selling Entities shall as promptly as practicable pay to the Buyer when received all monies received by the Selling Entities attributable to such Purchased Asset from and after the Closing Date and the Buyer shall promptly pay the Selling Entities for all reasonable and documented out-of-pocket costs incurred by the applicable Selling Entities associated with, arising or resulting from such arrangementPL Servicing Rights.

Consents to Certain Assignments. (a) If Notwithstanding anything in this Agreement or any Transactional Agreement to the contrary, this Agreement and the Transactional 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 Approval of a third party, would constitute a breach or other contravention under any contract, agreement or Law to which the Seller is a party or by which it is bound unless and until such Approval shall be given. The Seller shall use its commercially reasonable efforts, at Buyer’s sole cost and expense, to obtain any Approvals required to assign to the Buyer any Asset that requires the Approval of a third party (iincluding attempting to obtain all Approvals set forth on Schedule 3.8(a)), without any changes or modifications of terms thereunder as promptly as reasonably practicable, and within forty-five (45) notwithstanding days after the applicable provisions Closing. Without limiting the foregoing, within two business days after the Closing, Seller shall contact each of Sections 363 and 365 Seller’s clients to obtain a written consent to the assignment by Seller to Buyer of the Bankruptcy Code Assigned Contracts as contemplated by this Agreement. Buyer shall cooperate and the Sale Order and the use all commercially reasonable efforts of the Selling Entities to assist Seller in giving such notices and Buyer pursuant to Section 2.5(d), any Consent or Governmental Authorization is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by a third party from receiving the rights and benefits with respect to a Purchased Asset intended to be transferred hereunder, or (ii) any Purchased Asset is not otherwise capable of sale and/or assignment (after giving effect to the Sale Order and the Bankruptcy Code), then, in any obtaining such case, the Selling Entities shall, prior to the closing of the Bankruptcy Case and subject to any approval of the Bankruptcy Court that may be required and at the request of the Buyer, cooperate with Buyer in any lawful and commercially reasonable arrangement under which the Buyer would, to the extent practicable, obtain (for no additional cost or consideration) the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer, and the Buyer shall assume any related burden and obligation with respect to such Purchased Asset to the extent such burden and obligation would constitute an Assumed Liability if such Purchased Asset was transferred at ClosingApprovals; provided, however, that Buyer shall not have any obligation to give any guarantee or other consideration of any nature in connection with any such notice or Approval or to consent to any change in the Selling Entities’ cooperation obligations terms of any agreement or arrangement. Buyer and Seller shall cooperate with each other and take such other actions as may be reasonably required to expeditiously obtain all such Approvals contemplated by this Section 2.6 shall not include any obligation by any Selling Entity or any of its Affiliates to pay money (advance or otherwise) to any third party or to incur out-of-pocket expenses unless the Buyer funds such amounts. The Buyer shall cooperate with the Selling Entities in order to enable the Selling Entities to provide to the Buyer the benefits contemplated by this Section 2.6. The Selling Entities shall as promptly as practicable pay to the Buyer when received all monies received by the Selling Entities attributable to such Purchased Asset from and after the Closing Date and the Buyer shall promptly pay the Selling Entities for all reasonable and documented out-of-pocket costs incurred by the applicable Selling Entities associated with, arising or resulting from such arrangementsection.

Consents to Certain Assignments. (a) If (i) notwithstanding the applicable provisions of Sections 363 and 365 of the Bankruptcy Code and the Sale Order and the commercially reasonable efforts of the Selling Entities and the Buyer pursuant to Section 2.5(d2.5(e), any Consent or Governmental Authorization is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by a third party from receiving the rights and benefits with respect to a Purchased Asset intended to be transferred hereunder, or (ii) any Purchased Asset is not otherwise capable of sale and/or assignment (after giving effect to the Sale Order and the Bankruptcy Code), then, in any such case, the Selling Entities shall, prior to the closing of the Bankruptcy Case and subject to any approval of the Bankruptcy Court that may be required and at the request of the Buyer, cooperate with Buyer in any lawful and commercially reasonable arrangement under which the Buyer would, to the extent practicable, obtain (for no additional cost or consideration) the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer, and the Buyer shall assume any related burden and obligation with respect to such Purchased Asset to the extent such burden and obligation would constitute an Assumed Liability if such Purchased Asset was transferred at Closing; provided, that the Selling Entities’ cooperation obligations contemplated by this Section 2.6 shall not include any obligation by any Selling Entity or any of its Affiliates to pay money (advance or otherwise) to any third party or to incur out-of-of- pocket expenses unless the Buyer funds such amounts. The Buyer shall cooperate with the Selling Entities in order to enable the Selling Entities to provide to the Buyer the benefits contemplated by this Section 2.6. The Selling Entities shall as promptly as practicable pay to the Buyer when received all monies received by the Selling Entities attributable to such Purchased Asset from and after the Closing Date and the Buyer shall promptly pay the Selling Entities for all reasonable and documented out-of-pocket costs incurred by the applicable Selling Entities associated with, arising or resulting from such arrangement.

Consents to Certain Assignments. (a) If (i) notwithstanding Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Contract or other Transferred Asset that by its terms or pursuant to applicable provisions Law is not capable of Sections 363 being sold, assigned, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and 365 until such consent or waiver shall be given. The Sellers shall use their commercially reasonable efforts, and the Buyers shall cooperate reasonably with the Sellers, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyers all of the Bankruptcy Code Transferred Assets. If the Sellers fail to obtain any of the Required Consents on or prior to the Closing, and the Sale Order and Buyers consummate the commercially reasonable efforts of transactions contemplated hereby, the Selling Entities and Buyer pursuant Buyers shall be deemed to Section 2.5(d), have waived any claim to indemnification under Article VIII based upon the failure to obtain such Required Consent on or Governmental Authorization is prior to the Closing. In the event any such consents or waivers are not obtained prior to the Closing and as a result thereof Date, the Buyer Sellers shall be prevented by a third party from receiving continue to use their commercially reasonable efforts to obtain the rights and benefits with respect to a Purchased Asset intended to be transferred hereunderrelevant consents or waivers after the Closing Date, or (ii) any Purchased Asset is not otherwise capable of sale and/or assignment (after giving effect to the Sale Order and the Bankruptcy Code), then, in any such case, the Selling Entities shall, prior to the closing of the Bankruptcy Case and subject to any approval of the Bankruptcy Court that may be required and at the request of the Buyer, Sellers will cooperate with Buyer the Buyers in any lawful and commercially reasonable economically feasible arrangement to provide that the Buyers shall receive the interest of the Sellers in the benefits under which any such Contract or other Transferred Asset, including performance by the Buyer wouldSellers, if economically feasible, as agent; provided that the Buyers shall pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent practicable, obtain (for no additional cost or consideration) the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer, and the Buyer shall assume any related burden and obligation with respect to such Purchased Asset to the extent such burden and obligation Buyers would constitute an Assumed Liability have been responsible therefor hereunder if such Purchased Asset was transferred at Closing; provided, that the Selling Entities’ cooperation obligations contemplated by consents or waivers had been obtained. Nothing in this Section 2.6 2.5 shall affect the Buyers’ right to terminate this Agreement under Section 9.1 or affect the Buyers’ conditions to Closing under Section 7.3(c) in the event that any consent or waiver as described herein is not include any obligation by any Selling Entity or any of its Affiliates to pay money (advance or otherwise) to any third party or to incur out-of-pocket expenses unless the Buyer funds such amounts. The Buyer shall cooperate with the Selling Entities in order to enable the Selling Entities to provide to the Buyer the benefits contemplated by this Section 2.6. The Selling Entities shall as promptly as practicable pay to the Buyer when received all monies received by the Selling Entities attributable to such Purchased Asset from and after the Closing Date and the Buyer shall promptly pay the Selling Entities for all reasonable and documented out-of-pocket costs incurred by the applicable Selling Entities associated with, arising or resulting from such arrangementobtained.

Consents to Certain Assignments. Without limiting the effect of Section 6.4 or Section 6.13, the Buyer and the Sellers agree that there shall be excluded from the Purchased Assets any Assumed Agreements that are not assignable or transferable pursuant to the Bankruptcy Code or otherwise without the consent of any Person other than the Sellers or any Affiliate of the Sellers, to the extent that such consent shall not have been given prior to the Closing; provided, however, that the Sellers shall have the continuing obligation (aboth before and after the Closing) If to use all commercially reasonable efforts (i) notwithstanding the applicable provisions including, without limitation, prosecution of Sections 363 and appropriate motions pursuant to Section 365 of the Bankruptcy Code Code) to endeavor to obtain all necessary consents to the assignment thereof and, upon obtaining the requisite Third Party consents thereto, such Assumed Agreement shall be assigned to the Buyer at no cost free and clear of all Liens other than the Permitted Liens; provided, that, the Sellers shall not be required to incur any unreasonable costs or make any material payment to any Third Party (other than cure costs) to obtain any consent. With respect to any Assumed Agreement which is not transferred at the Closing as contemplated by the immediately preceding sentence, effective as of the Closing, the Sellers shall enter into arrangements reasonably requested by the Buyer designed to provide the Buyer the full and exclusive benefits of such asset (as between the Buyer and the Sale Order Sellers) provided the Buyer assumes the duty to perform the obligations relating to such Assumed Agreements accruing on and after the commercially reasonable efforts of Closing (and provides indemnification to the Selling Entities Sellers with respect thereto). If and Buyer pursuant to Section 2.5(d)the extent such arrangements cannot be made, any Consent or Governmental Authorization is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by a third party from receiving the rights and benefits with respect to a Purchased Asset intended to be transferred hereunder, or (ii) any Purchased Asset is not otherwise capable of sale and/or assignment (after giving effect to the Sale Order and the Bankruptcy Code), then, in any such case, the Selling Entities shall, prior to the closing of the Bankruptcy Case and subject to any approval of the Bankruptcy Court that may be required and at the request of the Buyer, cooperate with Buyer in any lawful and commercially reasonable arrangement under which the Buyer would, to the extent practicable, obtain (for have no additional cost or consideration) the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer, and the Buyer shall assume any related burden and obligation with respect to such Purchased Asset to Assumed Agreement. For the extent such burden and obligation would constitute an Assumed Liability if such Purchased Asset was transferred at Closing; providedavoidance of doubt, that the Selling Entities’ cooperation obligations contemplated by this Section 2.6 2.8 shall not include any obligation by any Selling Entity or any of its Affiliates be applicable to pay money (advance or otherwise) to any third party or to incur out-of-pocket expenses unless the Buyer funds such amounts. The Buyer shall cooperate with the Selling Entities in order to enable the Selling Entities to provide to the Buyer the benefits contemplated by this Section 2.6. The Selling Entities shall as promptly as practicable pay to the Buyer when received all monies received by the Selling Entities attributable to such Purchased Asset from and after the Closing Date and the Buyer shall promptly pay the Selling Entities for all reasonable and documented out-of-pocket costs incurred by the applicable Selling Entities associated with, arising or resulting from such arrangementServicing Rights.