Common use of Deferred Consents Clause in Contracts

Deferred Consents. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Assignment and Assumption Agreement shall constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Seller and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Seller and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Governmental Authorization, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

Deferred Consents. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor the Assignment and Assumption Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, assumed agreement or any claim, right right, or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may bethereto, would constitute a breach thereofthereof or would otherwise constitute an event of default thereunder. If a Deferred Consent any such consent is not obtainedobtained prior to Closing (each a “Deferred Consent”), or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer Purchaser would not receive all such rightsrights and benefits, then, in each such case, then (ai) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Seller and Buyer Purchaser will cooperate, in all reasonable respects, cooperate to obtain such Deferred Consent Consents as soon as practicable after to the Closingextent feasible; provided that Purchaser shall not have any obligation (A) to pay any fees or deliver any other consideration to any Person to obtain any Deferred Consent or (B) agree to any adverse change in any Assumed Agreement in order to obtain a Deferred Consent, and (cii) until such Deferred Consent is obtained, Seller and Buyer Purchaser will cooperate, cooperate in all reasonable respects, respects to provide to Buyer Purchaser the rights and benefits under the Deferred Item Assumed Agreement to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities or obligations thereunder)relates. In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer then, to the extent permitted and reasonably possible, Purchaser and Seller shall enter into such lawful and commercially reasonable arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto Purchaser the economic and operational equivalent of obtaining having obtained such Deferred Consent and assigning having assigned or transferring transferred such contract, lease, authorization, license or Governmental AuthorizationAssumed Agreement, including enforcement for the benefit of Buyer Purchaser of all claims or rights arising thereunder, and the performance by Buyer Purchaser of the obligations obligations, to the extent rights and benefits thereunder are received, thereunder on a prompt and punctual basis.

Deferred Consents. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Assignment and Assumption Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, Assumed Contract or any claim, right right, or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may be, would constitute a breach thereof. If a Deferred Consent such consent is not obtainedobtained prior to Closing (a “Deferred Consent”), or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, then (ai) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Seller Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent Consents as soon as practicable after the Closingpracticable; provided that neither Buyer nor Sellers shall have any obligation (A) to pay any fees or provide or deliver any other consideration to any Person in order to obtain any Deferred Consent, or (B) to agree to any adverse change in any License or Assumed Contract in order to obtain a Deferred Consent, and (cii) until such Deferred Consent is obtained, Seller Sellers and Buyer will cooperate, cooperate in all reasonable respects, respects to provide to Buyer the benefits under the Deferred Item Assumed Contract to which such Deferred Consent relates (with and Buyer entitled to all the gains and shall be responsible for all the losses, Taxes, liabilities or and obligations thereunder)thereunder arising after the Effective Time. In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller Sellers shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Governmental AuthorizationAssumed Contract, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

Deferred Consents. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor the Assignment and Assumption Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, Assumed Agreement or any claim, right right, or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may bethereto, would constitute a breach thereofthereof or would otherwise constitute an event of default thereunder. If a Deferred Consent any such consent is not obtainedobtained prior to Closing (each a “Deferred Consent”), or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer Purchaser would not receive all such rightsrights and benefits, then, in each such case, then (ai) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Seller and Buyer Purchaser will cooperate, in all reasonable respects, cooperate to obtain such Deferred Consent Consents as soon as practicable after to the Closingextent feasible; provided that Purchaser shall not have any obligation (A) to pay any fees or deliver any other consideration to any Person to obtain any Deferred Consent or (B) agree to any adverse change in any Assumed Agreement in order to obtain a Deferred Consent, and (cii) until such Deferred Consent is obtained, Seller and Buyer Purchaser will cooperate, cooperate in all reasonable respects, respects to provide to Buyer Purchaser the rights and benefits under the Deferred Item Assumed Agreement to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities or obligations thereunder)relates. In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer then, to the extent permitted and reasonably possible, Purchaser and Seller shall enter into such lawful and commercially reasonable arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto Purchaser the economic and operational equivalent of obtaining having obtained such Deferred Consent and assigning having assigned or transferring transferred such contract, lease, authorization, license or Governmental AuthorizationAssumed Agreement, including enforcement for the benefit of Buyer Purchaser of all claims or rights arising thereunder, and the performance by Buyer Purchaser of the obligations obligations, to the extent rights and benefits thereunder are received, thereunder on a prompt and punctual basis.

Deferred Consents. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Assignment and Assumption Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, Contract or any claim, right right, or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may be, would constitute a breach thereofthereof or in any way materially adversely affect the rights of the Buyer or Seller thereunder. If such consent (a “Deferred Consent Consent”) is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would materially adversely affect the rights or benefits thereunder so that the Buyer would not receive all such rightsrights and benefits, then, in each such case, then (ai) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Seller and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent Consents as soon as practicable after the Closingpracticable; provided that neither Seller nor Buyer shall have any obligation (y) to expend funds to obtain any Deferred Consent, other than ministerial processing fees, and out-of-pocket expenses to their respective attorney or other agents incurred in connection with obtaining any Deferred Consent, or (z) to agree to any adverse change in any License or Assumed Contract in order to obtain a Deferred Consent, and (cii) until such Deferred Consent is obtained, Seller and Buyer will cooperate, cooperate in all reasonable respects, respects to provide to the Buyer the benefits and rights under the Deferred Item Contract to which such Deferred Consent relates (with the Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities or and obligations thereunderthereunder to the extent relating to the period after the Closing Date). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller Sellers shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Governmental AuthorizationContract, including enforcement for the benefit of the Buyer of all claims or rights or benefits arising thereunder, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis.

Deferred Consents. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Assignment and Assumption Agreement shall constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase PriceAggregate Share Consideration, (b) from and after the Closing, Seller and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Seller and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities or obligations thereunder). In particular, in the event With respect to Deferred Consents that any such Deferred Consent is are not obtained prior to the Closing, then the Buyer and Seller shall post closing, enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Governmental Authorization, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

Deferred Consents. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Assignment and Assumption Agreement Xxxx of Sale shall constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental BodyAuthority, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer Purchaser would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Seller and Buyer Purchaser will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Seller and Buyer Purchaser will cooperate, in all reasonable respects, to provide to Buyer Purchaser the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer Purchaser and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Governmental Authorization, including enforcement for the benefit of Buyer Purchaser of all claims or rights arising thereunder, and the performance by Buyer Purchaser of the obligations thereunder on a prompt and punctual basis.

Deferred Consents. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Assignment and Assumption Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license Assumed Contract or Governmental Authorization, other Asset or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may bethereto, would constitute a breach thereofthereof or a loss of material contractual benefits thereunder. If such consent has not been obtained prior to Closing (a “Deferred Consent is not obtainedConsent”), or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, then (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Seller Parties and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent Consents as soon as practicable after following the Closing Date; provided that Seller Parties shall not have any obligation (i) to pay any fees or provide or deliver any other consideration to any Person in order to obtain any Deferred Consent other than fees or consideration otherwise owed under an Assumed Contract relating to periods prior to the Closing, or (ii) to agree to any adverse change in any Licensed Intellectual Property or Assumed Contract in order to obtain a Deferred Consent, and (cb) until such Deferred Consent is obtained, the Seller Parties and Buyer will cooperate, cooperate in all reasonable respects, respects to provide to Buyer the benefits under the Deferred Item Assumed Contract to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities or obligations thereunder)Consent. In particular, in the event that any such Deferred Consent is has not obtained prior to the Closingbeen obtained, then Buyer and the Seller Parties shall use commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Governmental AuthorizationAssumed Contract, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder arising on or after the Closing Date on a prompt and punctual basis.

Deferred Consents. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Assignment and Assumption Agreement shall constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase PriceAggregate Share Consideration, (b) from and after the Closing, Seller and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Seller and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties hereto the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Governmental Authorization, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

Deferred Consents. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Assignment and Assumption Agreement shall constitute an agreement to assign or transfer any contract, lease, authorization, license or Governmental Authorization, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Body, as the case may be, would constitute a breach thereof. It shall be the Seller Parties’ responsibility to obtain any such Deferred Consent(s). If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Seller Parties, the Member Representative and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Seller Parties, Member Representative and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller Parties shall enter into such arrangements (including subleasing or subcontracting if permitted, or any such other arrangements as may be necessary prior to novation of any Seller Contracts of which the government is a party) to provide to the parties hereto the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Governmental Authorization, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.