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.