Failure of Consent. If there are prohibitions against, or conditions to, the conveyance of any of the Cameron Transferred Assets or Schlumberger Transferred Assets, or the assumption of any of the Cameron Transferred Liabilities or Schlumberger Transferred Liabilities, without the prior written consent of third parties, including Governmental Authorities, which if not satisfied would result in a material breach of such prohibitions or conditions or would give an outside party the right to terminate or limit any material right of a Venture Entity with respect to any such asset or liability (a “Restriction”), then, notwithstanding any provision contained in this Agreement to the contrary, the transfer of title to, or interest in, such Cameron Transferred Asset or Schlumberger Transferred Asset (a “Restricted Asset”) or the assumption of such Cameron Transferred Liability or Schlumberger Transferred Liability (a “Restricted Liability”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by Applicable Law and any applicable contractual provisions, the assignment of the Restricted Asset or the assumption of the Restricted Liability, as the case may be, subject thereto shall become effective automatically as of the Closing Date, without further action on the part of Cameron, Schlumberger or the applicable Venture Entity and without payment of further consideration. Each of Cameron, Schlumberger and the Venture Entities agrees to use its commercially reasonable efforts to obtain satisfaction of any Restriction on a timely basis post-Closing; provided, however, that, except as set forth in Section 7.15 of the Cameron Disclosure Letter or Section 7.15 of the Schlumberger Disclosure Letter, as applicable, neither Cameron nor Schlumberger shall be obligated to pay any amount as consideration therefor to, or make any financial accommodation in favor of, or commence litigation against, the third party from whom such consent is requested. To the extent that any Restricted Asset exists, Cameron or Schlumberger, as the case may be, agrees to use its commercially reasonable efforts (without infringing upon the legal rights of such third party or outside party or violating any Applicable Law) to provide the applicable Venture Entity with the equivalent asset or benefits thereof, or to contribute to the applicable Ven...
Failure of Consent. (i) To the extent that the assignment or transfer of any shares of stock, Contracts, Governmental Approvals or other assets or rights to be transferred or assigned to a Venture Entity or a subsidiary thereof, as provided herein, shall require the consent of any other Person, this Agreement shall not constitute an agreement to transfer or assign the same if an attempted assignment or transfer would constitute a breach thereof or violation of Applicable Law. Subject to any other provision or condition herein dealing with specific -66- 72 consents, if any such consent is not obtained, the parties will cooperate with the appropriate Venture Entity or subsidiary thereof to secure a reasonable, mutually agreeable arrangement designed to provide that Venture Entity (or such subsidiary) with the benefits of any such shares of stock, Contracts, Governmental Approvals or other assets or rights, including enforcement for the benefit of that Venture Entity (or such subsidiary) of any and all rights of the transferring party against the other party or parties thereto arising out of the breach or cancellation by such other party or parties or otherwise.
Failure of Consent. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any consent, approval or waiver is not obtained with respect to any transfer or assignment of Snap! Assets to the LLC as contemplated above, this Agreement shall not constitute a transfer or assignment of such Snap! Assets to the LLC. In each such case, the parties agree to cooperate with each other in any reasonable arrangement designed to provide for use of the Snap! Assets by the LLC. If and to the extent that such arrangement cannot be made, the LLC shall not have any obligation with respect to such transfer or assignment of such Snap! Assets.
Failure of Consent. To the extent that the assignment or transfer of any shares of stock, contracts, licenses, leases, commitments, sales orders, purchase orders or other assets or rights to be transferred or assigned to a Venture Entity or a subsidiary thereof, as provided herein, shall require the consent of the other party or parties thereto, or the consent of any other Person, this Agreement shall not constitute an agreement to transfer or assign the same if an attempted assignment or transfer would constitute a breach thereof or violation of law. Subject to any other provision or condition herein dealing with specific consents, if such consent is not obtained, the parties will cooperate with the appropriate Venture Entity or subsidiary thereof to secure a reasonable mutually agreeable arrangement designed to provide that Venture Entity (or such subsidiary) with the benefits of any such shares of stock, contracts, licenses, leases, commitments, sales orders, purchase orders or other assets or rights, including enforcement for the benefit of that Venture Entity (or such subsidiary) of any and all rights of the party against the other party or parties thereto arising out of the breach or cancellation by such other party or parties or otherwise. If any such consent or other reasonable arrangement is not obtained or secured on or before the last day of the 24th month following the Effective Time, the party shall compensate the appropriate Venture Entity in cash for the amount, if any, attributable to the assets, properties or rights included in the Exhibits that cannot be transferred to that Venture Entity as contemplated by this Agreement. The provisions of this Section 3.5 apply to the transfers contemplated by Section 2.1 and Section 2.4.
Failure of Consent. 7 2.5 Receipts........................................................................................7
Failure of Consent. To the extent that the assignment or transfer of any shares of stock, contracts, licenses, leases, commitments, sales orders, purchase orders or other assets or rights to be transferred or assigned to Buyer and, after the Closing to Wilsxx xx provided herein, shall require the consent of the other party or parties thereto, or the consent of any other Person, this Agreement shall not constitute an agreement to transfer or assign the same if an attempted assignment or transfer would constitute a breach thereof or violation of law. Subject to any other provision or condition herein dealing with specific consents, if such consent is not obtained, CE and Conemsco will cooperate in all reasonable respects with Buyer and Wilsxx (xx any subsidiary of Wilsxx) xx secure a reasonable mutually agreeable arrangement designed to provide Wilsxx (xx such subsidiary) with the benefits of any such shares of stock, contracts, licenses, leases, commitments, sales orders, purchase orders, or other assets or rights including enforcement for the benefit of Wilsxx (xx such subsidiary) of any and all rights of the party against the other party or parties thereto arising out of the breach or cancellation by such other party or parties or otherwise.
