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 sell, transfer or assign any asset, agreement, Permit, claim or right or any benefit arising thereunder or resulting therefrom if an assignment or attempted assignment thereof, without the consent of a Person, would constitute a breach or other contravention under any agreement or applicable law to which the Seller or any of its Subsidiaries is a party or by which it is bound. The Seller shall endeavor to obtain the consents or waivers listed on Schedule 1.5, which has been mutually agreed to by Seller and Buyer; provided that in no event shall Seller or any of its Subsidiaries be required to make any payment to any Person or otherwise expend any amount in order for such Person to agree to grant any such consent or waiver. The Buyer agrees that neither the Seller nor any of its Affiliates shall have any liability to the Buyer arising out of or relating to the failure to obtain any consent or waiver that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of any circumstances resulting therefrom. The Buyer further agrees that no representation or warranty of the Seller herein shall be breached or deemed breached and, except as set forth in Section 6.3(d), no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any consent or waiver or any circumstances resulting therefrom, (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 or waiver or any circumstances resulting therefrom, or (iii) any termination of a Contract that is a Transferred Asset by a third party to such Contract in the event such Contract grants such third party the right to terminate as a result of Seller or any of its Subsidiaries entering into the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwise.

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 sell, transfer or assign any asset, agreement, Permitpermit, claim or right or any benefit arising thereunder or resulting therefrom if an assignment or attempted assignment thereof, without the consent of a Personthird party, would constitute a breach or other contravention under any agreement or applicable law Law to which the Seller or any of its Subsidiaries 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, permit, claim or right. The Seller shall endeavor consult with the Buyer and use its commercially reasonable efforts to obtain the any consents or waivers listed on Schedule 1.5, which has been mutually agreed to by Seller and Buyer; provided that in no event shall Seller or any of its Subsidiaries be required to make assign to the Buyer any payment Transferred Asset that requires the consent of a third party, without any conditions to any Person such transfer or otherwise expend any amount in order for such Person to agree to grant any such consent changes or waivermodifications of terms thereunder. The Other than obtaining the Material Closing Consents and the Material Post-Closing Consents, the Buyer agrees that neither the Seller nor any of its Affiliates shall not have any liability Liability to the Buyer arising out of or relating to the failure to obtain any such consent or waiver that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of any circumstances resulting therefrom. The Buyer further agrees that no representation representation, warranty or warranty covenant of the Seller herein shall be breached or deemed breached breached, and, except as set forth in Section 6.3(d)other than with respect to the Material Closing Consents and the Material Post-Closing Consents, no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or waiver or any circumstances resulting therefrom, therefrom 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 or waiver or any circumstances resulting therefrom, or (iii) any termination of a Contract that is a Transferred Asset by a third party to such Contract in the event such Contract grants such third party the right to terminate as a result of Seller or any of its Subsidiaries entering into the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwise.

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 sell, transfer assignment or assign an attempted assignment of any asset, agreement, Permit, asset or any claim or right or any benefit arising thereunder under or resulting therefrom if from such asset to the extent that an assignment or an attempted assignment thereof, without the consent of a Personthird party, 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 party to an agreement concerning such asset, claim or applicable law to which right, or would in any way adversely affect the rights of Seller or any of its Subsidiaries is a party the Seller Affiliates or, upon transfer, Purchaser under such asset, claim or by which it is bound. The Seller shall endeavor to obtain the consents or waivers listed on Schedule 1.5, which right until such time as such consent has been mutually agreed to obtained. If any transfer or assignment by Seller and Buyer; provided that in no event shall Seller or any of its Subsidiaries the Seller Affiliates to Purchaser, or any 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 required made subject to make any payment to any Person or otherwise expend any amount in order for such Person to agree to grant any such consent or waiverbeing obtained. The Buyer Purchaser agrees that neither the Seller nor any of its the Seller Affiliates shall have any liability whatsoever to the Buyer Purchaser arising out of or relating to the failure to obtain any such consent or waiver that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of any circumstances resulting therefrom. The Buyer Purchaser further agrees that no representation representation, warranty or warranty covenant of the Seller herein shall be breached or deemed breached andbreached, except as set forth in Section 6.3(d), and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any consent or waiver or any circumstances resulting therefromsuch consent, (ii) any circumstances resulting therefrom or (iii) any suit, action, action or proceeding (a "Proceeding") or investigation commenced or threatened by or on behalf of any Person person arising out of or relating to the failure to obtain any such consent or waiver or any circumstances resulting therefrom. On or prior to the Closing Date, or Seller shall provide commercially reasonable assistance to Purchaser (iiinot including the payment of any consideration) to secure any termination of a Contract consent that is a Transferred Asset by a third party to such Contract may be required in the event such Contract grants such third party the right to terminate as a result of Seller or any of its Subsidiaries entering into connection with the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwiseAgreement.

Consents to Certain Assignments. (a) Prior to the Closing, Seller will provide or cause to be provided all commercially reasonable assistance to Purchaser (not including the payment of any consideration or concession of any right) reasonably requested by Purchaser to secure any consent or authorization that is required from any third party in connection with the applicable transactions contemplated hereby. Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to sell, transfer or assign assign, directly or indirectly, any asset, agreement, Permit, asset or any claim or right or any benefit arising thereunder under or resulting therefrom from such asset if an assignment attempted direct or attempted indirect assignment thereof, without the consent consent, approval or authorization (“Consent”) of a Personthird party, 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 party to an agreement concerning such asset, claim or applicable law to which right, or would in any way adversely affect the rights of Seller or any of its Subsidiaries is a party the Seller Affiliates or, upon transfer, Purchaser under such asset, claim or right. If any direct or indirect transfer or assignment by which it is bound. The Seller shall endeavor to obtain the consents or waivers listed on Schedule 1.5, which has been mutually agreed to by Seller and Buyer; provided that in no event shall Seller or any of its Subsidiaries the Seller Affiliates 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 required made subject to make any payment to any Person or otherwise expend any amount in order for such Person to agree to grant any such consent or waiverConsent being obtained. The Buyer Purchaser agrees that neither the Seller nor any of its the Seller Affiliates shall have any liability whatsoever to the Buyer Purchaser arising out of or relating to the failure to obtain any consent or waiver 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. The Buyer Purchaser further agrees that no representation representation, warranty or warranty covenant of the Seller herein shall be breached or deemed breached andbreached, except as set forth in Section 6.3(d), and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any consent or waiver or any circumstances resulting therefromsuch Consent, (ii) any circumstances resulting therefrom or (iii) any suit, action, action or proceeding (a “Proceeding”) or investigation commenced or threatened by or on behalf of any Person person arising out of or relating to the failure to obtain any such consent or waiver Consent or any circumstances resulting therefrom, or (iii) any termination of a Contract that is a Transferred Asset by a third party to such Contract in the event such Contract grants such third party the right to terminate as a result of Seller or any of its Subsidiaries entering into the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwise.

Consents to Certain Assignments. (a) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrarycontrary (subject to the provisions of Section 1.03(b)), this Agreement and the Ancillary Agreements shall not constitute an agreement to sell, transfer or assign any asset, agreement, Permit, asset or any claim or right or any benefit arising thereunder under or resulting therefrom from such asset if an assignment attempted direct or attempted indirect assignment thereof, without the consent of a Personthird party, 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 party to an agreement concerning such asset, claim or applicable law to which right, or would in any way adversely affect the rights of Seller or any of its Subsidiaries is a party the Seller Affiliates or, upon transfer, Purchaser under such asset, claim or right. If any transfer or assignment by which it is bound. The Seller shall endeavor to obtain the consents or waivers listed on Schedule 1.5, which has been mutually agreed to by Seller and Buyer; provided that in no event shall Seller or any of its Subsidiaries the Seller Affiliates to Purchaser, or any direct or indirect 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 required made subject to make any payment to any Person or otherwise expend any amount in order for such Person to agree to grant any such consent or waiverbeing obtained. The Buyer Purchaser agrees that neither the Seller nor any of its the Seller Affiliates shall have any liability whatsoever to the Buyer Purchaser arising out of or relating to the failure to obtain any such consent or waiver that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of any circumstances resulting therefrom. The Buyer Purchaser further agrees that no representation representation, warranty or warranty covenant of the Seller herein shall be breached or deemed breached andbreached, except as set forth in Section 6.3(d), and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any consent or waiver or any circumstances resulting therefromsuch consent, (ii) any circumstances resulting therefrom or (iii) any suit, action, action or proceeding (a “Proceeding”) or investigation commenced or threatened by or on behalf of any Person person arising out of or relating to the failure to obtain any such consent or waiver or any circumstances resulting therefrom, or (iii) any termination of a Contract that is a Transferred Asset by a third party to such Contract in the event such Contract grants such third party the right to terminate as a result of Seller or any of its Subsidiaries entering into the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwise.