Common use of Material Consents Clause in Contracts

Material Consents. From and after the Exercise Date until the earlier of Closing or the termination of this Agreement in accordance with its terms, and subject to the terms of this Agreement, the Parties hereby agree to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to cooperate with each other in connection with the foregoing; provided, for the avoidance of doubt, that Pabst’s election whether or not to deliver the Exercise Notice shall be made in Pabst’s sole discretion. Promptly following receipt of the Exercise Notice (or, if Pabst requests, promptly following the Closure Notice Delivery Date) until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Pabst shall use commercially reasonable efforts in an effort to obtain any Permits (including, without limitation, any TTB Licenses) and Contracts required in order for Pabst to be able to operate, manage and maintain the Brewery and the other Purchased Assets as operated, managed and maintained by Optionor in the ordinary course of business as of the Effective Date (such Permits and Contracts, the “Material Agreements and Permits”) and to cause all Governmental Entities and other third parties to deliver such consents as are needed for the transfer, assignment, novation or re-issuance of any Material Agreements and Permits (the “Material Consents”) (including, without limitation, the consent to Pabst’s assumption of the Water Supply Agreement). MillerCoors and Optionor agree, at no cost, to cooperate with Pabst’s effort to obtain the Material Consents, using their commercially reasonable efforts, which shall not include payment of any fees or costs by MillerCoors or any of its Affiliates. For the avoidance of doubt, the failure of any Governmental Entity or other third party to grant any consent contemplated herein shall not constitute a default by any Party, provided such Party used the requisite efforts and requisite cooperation and assistance to obtain such consent and without prejudice to Article 7 below. Pabst shall be solely responsible for any and all fees payable to Governmental Entities and any other parties to Material Agreements and Permits in connection with the transfer, assignment, novation or re-issuance of any Material Agreements and Permits. SC1:4886116.33

Material Consents. From (a) To the extent any Material Consent (including any Closing Consent) is not delivered to Buyer prior to Closing, and after Buyer agrees to proceed to close the Exercise Date until the earlier of Closing or the termination of Contemplated Transactions, neither this Agreement nor any xxxx of sale, assignment and assumption agreement or other transaction document will constitute a contract to assign the same if an attempted assignment would: (i) constitute a Breach thereof; (ii) create rights in accordance others not desired by Buyer; or (iii) create rights in third parties against Seller, an Acquired Company or Buyer. (b) Pending the receipt of any such Material Consent, (i) Seller or an Acquired Company (as applicable) shall hold any such non-assigned Acquired Assets, Assumed Contracts, other Applicable Contracts, Governmental Authorizations and other Assumed Liabilities for the benefit of and at the risk of Buyer and agrees to cooperate with its termsBuyer in any lawful and reasonable arrangements designed to provide that Buyer shall receive the benefits of Seller’s interest under any such Acquired Asset, and subject Assumed Contract, Governmental Authorization or Assumed Liability, including performance by Seller, as agent, provided that Buyer shall undertake to pay or perform the corresponding liabilities for the enjoyment of such benefits to the terms of this Agreementextent that Buyer would have been responsible therefor hereunder if such Material Consent had been obtained prior to the Closing, the Parties hereby agree to (ii) Seller shall otherwise use their its commercially reasonable efforts to take, (A) obtain or cause assist Buyer in obtaining any Material Consents not obtained by Seller prior to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to cooperate with each other in connection with the foregoing; provided, for the avoidance of doubt, that Pabst’s election whether or not to deliver the Exercise Notice shall be made in Pabst’s sole discretion. Promptly following receipt of the Exercise Notice (or, if Pabst requests, promptly following the Closure Notice Delivery Date) until the earlier of the Closing Date; and (B) enforce at the request of Buyer any rights of Seller or Buyer (whether direct or indirect) arising from any such Acquired Asset, Assumed Contract, Governmental Authorization or Assumed Liability, including the termination of this Agreement right to terminate any such Acquired Asset, Assumed Contract, Governmental Authorization or Assumed Liability in accordance with its termsthe terms thereof upon the request of Buyer provided that Buyer pays or performs any corresponding liabilities, Pabst (iii) Buyer shall use commercially reasonable efforts in an effort to obtain any Permits (including, without limitation, any TTB Licenses) and Contracts required in order for Pabst to be able to operate, manage and maintain the Brewery and the other Purchased Assets as operated, managed and maintained by Optionor in the ordinary course of business as of the Effective Date (such Permits and Contracts, the “Material Agreements and Permits”) and to cause all Governmental Entities and other third parties to deliver such consents as are needed for the transfer, assignment, novation or re-issuance of any Material Agreements and Permits (the “Material Consents”) (including, without limitation, the consent to Pabst’s assumption of the Water Supply Agreement). MillerCoors and Optionor agree, at no cost, to reasonably cooperate with Pabst’s effort Seller and provide such information as may be reasonably requested by Seller or a Third Party to obtain the Material Consents, using their commercially reasonable efforts(iv) neither party shall renew, which shall not include payment extend, terminate, decrease, dispose of or otherwise modify the size, scope or terms of any fees such non-assigned Acquired Asset, Assumed Contract, Governmental Authorization or costs by MillerCoors or any Assumed Liability without the other party’s prior consent before receipt of its Affiliatesthe related Material Consent. For the avoidance Upon receipt of doubta Material Consent, the failure of any subject Acquired Asset, Assumed Contract, Governmental Entity Authorization or other third party to grant any consent contemplated herein shall not constitute a default by any Party, provided such Party used the requisite efforts and requisite cooperation and assistance to obtain such consent and without prejudice to Article 7 below. Pabst Assumed Liability shall be solely responsible for any deemed transferred and all fees payable assigned to Governmental Entities and any other parties to Material Agreements and Permits in connection with Buyer effective as of the transfer, assignment, novation or re-issuance of any Material Agreements and Permits. SC1:4886116.33Closing Date.

Material Consents. From With respect to (i) the Business Contracts and after (ii) the Exercise Date until Shared Contracts: (i) the earlier of Closing or the termination of this Agreement in accordance with its terms, and subject to the terms of this Agreement, the Parties hereby agree to Sellers shall use their commercially reasonable best efforts to takeobtain, or cause prior to be takenClosing, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to cooperate with each other in connection with the foregoing; provided, for the avoidance of doubt, that Pabst’s election whether or not to deliver the Exercise Notice shall be made in Pabst’s sole discretion. Promptly following receipt of the Exercise Notice (or, if Pabst requests, promptly following the Closure Notice Delivery Date) until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Pabst shall use commercially reasonable efforts in an effort to obtain any Permits (including, without limitation, any TTB Licenses) and Contracts required in order for Pabst to be able to operate, manage and maintain the Brewery and the other Purchased Assets as operated, managed and maintained by Optionor in the ordinary course of business as of the Effective Date (such Permits and Contracts, the “Material Agreements and Permits”) and to cause all Governmental Entities and other third parties to deliver such consents as are needed for the transfer, assignment, novation or re-issuance of any Material Agreements and Permits Third Party Consents (the “Material Consents”) (includingnecessary to authorize, without limitationapprove or permit the sale, the consent to Pabst’s assumption conveyance, assignment, transfer or continuation of such contracts and of the Water Supply Agreementportion of the Shared Contracts that relates to the Business (the “Shared Contract Business Portion”). MillerCoors , provided that: (A) the Purchaser shall diligently assist and Optionor agree, at no cost, to cooperate in good faith with Pabst’s effort the Sellers to obtain the Material ConsentsConsents by providing any information or otherwise taking (at its cost and expense) any reasonable actions which the Sellers may reasonably request and that do not require Purchaser to make any payment or deliver any guarantee, using their commercially reasonable efforts, which comfort letter or similar undertaking to any third party or to accept any change to any such contracts or portion of Shared Contracts; (B) the Sellers shall not include be required to compromise any right, asset or benefit, to expend any amount, to make any payment of or deliver any fees guarantee, comfort letter or costs by MillerCoors or similar undertaking to any of its Affiliates. For the avoidance of doubt, the failure of any Governmental Entity or other third party to grant any consent contemplated herein obtain a Material Consent and shall not constitute accept any change to any such contracts or Shared Contract Business Portion (other than any changes of an administrative nature required to permit its assignment or transfer to the Purchaser) without the prior written consent of the Purchaser (it being understood and agreed, however, that in the event that the Purchaser shall have (a) consented to a default change proposed by a third party and (b) agreed to hold the Sellers harmless from and against the consequences of such change, then the relevant Sellers shall be required to accept such change); and (C) the failure to obtain any Partyor all of such Material Consents shall not entitle the Purchaser to terminate this Agreement or not to complete the transactions contemplated hereby; and (ii) in the event that any Material Consent is not obtained on or prior to Closing, provided the Sellers shall: (A) provide the Purchaser, no later than three (3) Business Days prior to the Closing Date, with a list of the Material Consents which have not been obtained as of such Party used date; (B) continue to use their reasonable best efforts (on the requisite efforts and requisite cooperation and assistance basis described above) to obtain such consent Material Consent until the first to occur of (a) the date which is six (6) months after the Closing Date, (b) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), and without prejudice (c) the termination by the relevant third party of the relevant contract; and (C) cooperate in good faith with the Purchaser to Article 7 below. Pabst shall put in place, as from the Closing Date, such arrangements as the Sellers and the Purchaser may find to provide that the Purchaser or the Company, as applicable, shall, to the extent reasonably practicable and legally feasible, receive all benefits and be solely responsible for all liabilities under each such contract, or, in respect of Shared Contracts, the Shared Contract Business Portion, until the first to occur of (a) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), (b) the termination by the relevant third party of the relevant contract, subject to the performance by the Purchaser or the Company of the applicable obligations thereunder and (c) the date which is six (6) months after the Closing Date. (iii) The Sellers shall keep Purchaser reasonably and timely informed of all fees payable to Governmental Entities and any other parties to Material Agreements and Permits measures taken in connection accordance with the transfer, assignment, novation or re-issuance of any Material Agreements and Permits. SC1:4886116.33this Section 6.9(b).

Material Consents. From and after the Exercise Date until the earlier of Closing or the termination of this Agreement in accordance with its terms, and subject With respect to the terms Contracts and assets listed in Schedule 1.5.2 (which are Material Contracts, other material Contracts or material Transferred Assets) (i) which are Non-Assignable Items, or (ii) in respect of this Agreementwhich the consummation of the transactions contemplated hereby would violate or result in the breach or termination thereof, constitute a default or an event of default DAC11719918 thereunder, or result in an acceleration, termination, suspension or modification thereof (collectively, the Parties hereby agree to “Consent Items”): (a) the Sellers shall (at the Sellers' cost and expense) use their commercially reasonable efforts to takeobtain, or cause prior to be takenthe Closing, all actions and Third Party Consents necessary to doauthorize, approve or cause to be done, all things necessary, proper or advisable to consummate permit the transactions contemplated by this Agreement as promptly as practicable and to cooperate with each other in connection with the foregoing; provided, for the avoidance of doubt, that Pabst’s election whether or not to deliver the Exercise Notice shall be made in Pabst’s sole discretion. Promptly following receipt of the Exercise Notice (or, if Pabst requests, promptly following the Closure Notice Delivery Date) until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Pabst shall use commercially reasonable efforts in an effort to obtain any Permits (including, without limitation, any TTB Licenses) and Contracts required in order for Pabst to be able to operate, manage and maintain the Brewery and the other Purchased Assets as operated, managed and maintained by Optionor in the ordinary course of business as of the Effective Date (such Permits and Contracts, the “Material Agreements and Permits”) and to cause all Governmental Entities and other third parties to deliver such consents as are needed for the transfersale, assignment, novation transfer or re-issuance continuation of any Material Agreements and Permits such Consent Items (the “Material Consents”) to or with the Buyers (including, without limitationincluding for the purposes hereof at the Buyers' sole discretion, the consent Business) or to Pabst’s assumption otherwise novate such Consent Items for the benefit of the Water Supply AgreementBuyers (or the Business). MillerCoors , provided that: (i) in soliciting the Material Consents or novations, the Sellers’ Group shall, as applicable and Optionor agreeupon Buyers' prior written consent, at no costwhich shall not be unreasonably withheld or delayed, provide such relevant disclosure of the transactions contemplated hereby to the relevant third parties as may be reasonably required; (ii) Buyers shall reasonably assist and cooperate in good faith with Pabst’s effort the Sellers’ Group to obtain the Material Consents, using their commercially reasonable efforts, Consents or novations by providing any information or otherwise taking any actions which the Sellers’ Group may reasonably request; and (iii) the Sellers’ Group shall not include be required to make any payment of or deliver any fees guarantee, comfort letter or costs by MillerCoors or similar undertaking to any of its Affiliates. For the avoidance of doubt, the failure of any Governmental Entity or other third party to grant any consent contemplated herein obtain a Material Consent or novation and shall not constitute accept any change to any contracts or other assets in order to obtain a default by Material Consent or novation without the prior written consent of Buyers, which consent shall not be unreasonably withheld or delayed; and (b) in the event that any PartyMaterial Consent or novation is not obtained on or prior to Closing, provided such Party used the requisite Sellers’ Group shall: (i) continue to use commercially reasonable efforts and requisite cooperation and assistance (on the basis described above) to obtain such consent Material Consent or novation until the earlier of (x) the date which is three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that the Sellers’ Group shall not be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available renewal option), and without prejudice (z) the termination by the relevant third party of the relevant Consent Item; and (ii) cooperate in good faith with the Buyers to Article 7 below. Pabst put in place, to the extent permitted by Law or the terms of the respective Consent Item, such arrangements as the Sellers and the Buyers may, acting in good faith, find with respect to such Consent Item (which arrangements may include entering into subleases or subcontracts with, or acting as agent for, the Buyers or the Business), in order to provide to the Buyers or the Business to the fullest extent practicable and legally feasible subject to the performance by the Buyers and the Business (at the Buyers’ sole expense) of all applicable obligations thereunder arising after Closing, benefits reasonably equivalent to obtaining the Material Consent, until the earlier of (x) the termination of the relevant Consent Item by the relevant members of the Sellers’ Group; provided, however, that the Sellers’ Group shall have the right to terminate the respective Consent Item at the earliest date permitted under such Consent Item subject to reasonable notice to the Buyers, but in no event earlier than three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that no Seller shall be solely responsible for obligated to extend the stated term of the relevant Consent Item, including pursuant to any available automatic renewal option), and all fees payable to Governmental Entities and any other parties to Material Agreements and Permits in connection with (z) the transfer, assignment, novation or re-issuance termination by the DAC11719918 relevant third party of any Material Agreements and Permits. SC1:4886116.33the respective Consent Item.

Material Consents. From With respect to (i) the Business Contracts and after (ii) the Exercise Date until Shared Contracts: (i) the earlier of Closing or the termination of this Agreement in accordance with its terms, and subject to the terms of this Agreement, the Parties hereby agree to Sellers shall use their commercially reasonable best efforts to takeobtain, or cause prior to be takenClosing, all actions and Third Party Consents (the "Material Consents") necessary to doauthorize, approve or cause to be donepermit the sale, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to cooperate with each other in connection with the foregoing; provided, for the avoidance of doubt, that Pabst’s election whether or not to deliver the Exercise Notice shall be made in Pabst’s sole discretion. Promptly following receipt of the Exercise Notice (or, if Pabst requests, promptly following the Closure Notice Delivery Date) until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Pabst shall use commercially reasonable efforts in an effort to obtain any Permits (including, without limitation, any TTB Licenses) and Contracts required in order for Pabst to be able to operate, manage and maintain the Brewery and the other Purchased Assets as operated, managed and maintained by Optionor in the ordinary course of business as of the Effective Date (such Permits and Contracts, the “Material Agreements and Permits”) and to cause all Governmental Entities and other third parties to deliver such consents as are needed for the transferconveyance, assignment, novation transfer or re-issuance continuation of any Material Agreements such contracts and Permits of the portion of the Shared Contracts that relates to the Business (the “Material Consents”"Shared Contract Business Portion"), provided that: (A) (including, without limitation, the consent to Pabst’s assumption of Purchaser shall diligently assist and cooperate in good faith with the Water Supply Agreement). MillerCoors and Optionor agree, at no cost, to cooperate with Pabst’s effort Sellers to obtain the Material ConsentsConsents by providing any information or otherwise taking (at its cost and expense) any reasonable actions which the Sellers may reasonably request and that do not require Purchaser to make any payment or deliver any guarantee, using their commercially reasonable efforts, which comfort letter or similar undertaking to any third party or to accept any change to any such contracts or portion of Shared Contracts; (B) the Sellers shall not include be required to compromise any right, asset or benefit, to expend any amount, to make any payment of or deliver any fees guarantee, comfort letter or costs by MillerCoors or similar undertaking to any of its Affiliates. For the avoidance of doubt, the failure of any Governmental Entity or other third party to grant any consent contemplated herein obtain a Material Consent and shall not constitute accept any change to any such contracts or Shared Contract Business Portion (other than any changes of an administrative nature required to permit its assignment or transfer to the Purchaser) without the prior written consent of the Purchaser (it being understood and agreed, however, that in the event that the Purchaser shall have (a) consented to a default change proposed by a third party and (b) agreed to hold the Sellers harmless from and against the consequences of such change, then the relevant Sellers shall be required to accept such change); and (C) the failure to obtain any Partyor all of such Material Consents shall not entitle the Purchaser to terminate this Agreement or not to complete the transactions contemplated hereby; and (ii) in the event that any Material Consent is not obtained on or prior to Closing, provided the Sellers shall: (A) provide the Purchaser, no later than three (3) Business Days prior to the Closing Date, with a list of the Material Consents which have not been obtained as of such Party used date; (B) continue to use their reasonable best efforts (on the requisite efforts and requisite cooperation and assistance basis described above) to obtain such consent Material Consent until the first to occur of (a) the date which is six (6) months after the Closing Date, (b) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), and without prejudice (c) the termination by the relevant third party of the relevant contract; and (C) cooperate in good faith with the Purchaser to Article 7 below. Pabst shall put in place, as from the Closing Date, such arrangements as the Sellers and the Purchaser may find to provide that the Purchaser or the Company, as applicable, shall, to the extent reasonably practicable and legally feasible, receive all benefits and be solely responsible for all liabilities under each such contract, or, in respect of Shared Contracts, the Shared Contract Business Portion, until the first to occur of (a) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), (b) the termination by the relevant third party of the relevant contract, subject to the performance by the Purchaser or the Company of the applicable obligations thereunder and (c) the date which is six (6) months after the Closing Date. (iii) The Sellers shall keep Purchaser reasonably and timely informed of all fees payable to Governmental Entities and any other parties to Material Agreements and Permits measures taken in connection accordance with the transfer, assignment, novation or re-issuance of any Material Agreements and Permits. SC1:4886116.33this Section 6.11(b).

Material Consents. From (i) If any Material Consents have not yet been obtained (or otherwise are not in full force and after effect) as of Closing, in the Exercise Date until case of each Material GS Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the earlier of Closing “Restricted Material GS Contracts”), Buyer shall either: (A) continue the effort to obtain the Consents; or (B) elect to have Sellers retain that Restricted Material GS Contract and all Liabilities arising therefrom or the termination of relating thereto. If Buyer elects to continue efforts to obtain any Material Consents, neither this Agreement in accordance with its termsnor any Transaction Documents will constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of any Restricted Material GS Contract, and subject following Closing, Buyer shall use Best Efforts to obtain the terms of this AgreementMaterial Consents as quickly as practicable. Seller agrees to cooperate with Buyer in obtaining the Material Consents. Until a Material Consent for any Restricted Material GS Contract is obtained, the Parties hereby agree to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to shall cooperate with each other in connection with any reasonable and lawful arrangements designed to provide to Buyer the foregoing; providedbenefits of use of the Restricted Material GS Contract for its term (or any right or benefit arising thereunder, including the enforcement for the avoidance benefit of doubtBuyer of any and all rights of any Seller against a Third Person under that Restricted Material GS Contract). No Seller will take any action or suffer any omission which would limit or restrict or terminate in any material respect the benefits to Buyer of any Restricted Material GS Contract unless, in good faith and after consultation with and prior written Notice to Buyer, that PabstSeller is ordered orally or in writing to do so by a Governmental Authority of competent jurisdiction or that Seller is otherwise required to do so by Law; provided that if any such order is appealable, that Seller will, at Buyer’s election whether or not cost and expense, take any actions that Buyer requests to file and pursue that appeal and to obtain a stay of that order. Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material GS Contract is obtained, Sellers shall promptly assign, transfer, convey and deliver that Restricted Material GS Contract to Buyer, and Buyer shall assume the Exercise Notice shall be made in Pabst’s sole discretion. Promptly Liabilities under that Restricted Material GS Contract assigned to Buyer from and after the date of assignment to Buyer by execution and delivery of an instrument of conveyance reasonably satisfactory to Buyer within three Business Days following receipt of that Material Consent. (ii) If there are any Consents necessary for the Exercise Notice (or, if Pabst requests, promptly following the Closure Notice Delivery Dateassignment and transfer to Buyer of any contractual Assets not listed on §1(e) until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Pabst shall use commercially reasonable efforts in an effort to obtain any Permits (including, without limitation, any TTB Licenses) and Contracts required in order for Pabst to be able to operate, manage and maintain the Brewery and the other Purchased Assets as operated, managed and maintained by Optionor in the ordinary course of business as of the Effective Date (such Permits and Contracts, the “Material Agreements and Permits”) and to cause all Governmental Entities and other third parties to deliver such consents as are needed for the transfer, assignment, novation or re-issuance of any Material Agreements and Permits Disclosure Schedule (the “Non-Material Consents”) which have not yet been obtained (includingor otherwise are not in full force and effect) as of Closing, without limitationBuyer shall elect at Closing, in the consent to Pabst’s assumption case of each of the Water Supply Agreementcontracts as to which such Non-Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Non-Material GS Contracts”). MillerCoors , whether to: (A) accept the assignment of such Restricted Non-Material GS Contract, in which case, as between Buyer and Optionor agreeSellers, at no costsuch Restricted Non-Material GS Contract shall, to cooperate with Pabst’s effort the maximum extent practicable and notwithstanding the failure to obtain the applicable Non-Material ConsentsConsent, using their commercially reasonable effortsbe transferred at Closing pursuant to the applicable Assignment of Contracts as elsewhere provided under this Agreement; or (B) reject the assignment of such Restricted Non-Material GS Contract, in which shall not include payment of case: (1) neither this Agreement nor the applicable Gathering System Contracts Assignment nor any fees or costs by MillerCoors or any of its Affiliates. For the avoidance of doubt, the failure of any Governmental Entity or other third party to grant any consent contemplated herein shall not Transaction Document will constitute a default by any Party, provided such Party used the requisite efforts and requisite cooperation and assistance to obtain such consent and without prejudice to Article 7 below. Pabst shall be solely responsible for any and all fees payable to Governmental Entities and any other parties to Material Agreements and Permits in connection with the transfersale, assignment, novation assumption, conveyance or redelivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Non-issuance of any Material Agreements GS Contract; and Permits. SC1:4886116.33(2) Sellers shall retain such Restricted Non-Material GS Contract and all Liabilities arising therefrom or relating thereto.