Obtaining Consents to Assignments. The Sellers shall use commercially reasonable efforts to obtain all the Consents, including the Third Party Consents, as shall be necessary to convey and assign to and vest in the Buyer all of its right, title and interest in and to the Assets, including, without limitation, any Claim, right or benefit arising thereunder or resulting therefrom, as soon as practicable. To the extent that rights under any Contract, Permit or other Asset to be assigned to the Buyer hereunder may not be assigned without the consent of another person, and such consent has not been obtained as of the date hereof, neither this Agreement nor any document executed by the parties hereto in connection with the Contemplated Transaction shall constitute an agreement to assign the same if any attempted assignment would constitute a breach thereof or would be unlawful, and the Sellers shall use commercially reasonable efforts to obtain any such Consents as promptly as possible.
Obtaining Consents to Assignments. The Seller shall use commercially reasonable efforts to obtain all the Seller Required Consents as shall be necessary to convey and assign to and vest in the Buyer all of its right, title and interest in and to the Assets, including, without limitation, any Claim, right or benefit arising thereunder or resulting therefrom, as soon as practicable. To the extent that rights under any Contract, Permit or other Asset to be assigned to the Buyer hereunder may not be assigned without the consent of another person, and such consent has not been obtained by the Closing Date, neither this Agreement nor any document executed by the parties hereto in connection with the Contemplated Transactions shall constitute an agreement to assign the same if any attempted assignment would constitute a breach thereof or would be unlawful, and the Seller shall use commercially reasonable efforts to obtain any such Seller Required Consents as promptly as possible after the Closing Date. If the Seller Required Consents shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer's rights under the instrument in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by Law and the instrument, shall act as the Buyer's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the instrument, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer at no additional cost to the Seller for a period not to exceed twelve (12) months after the Closing Date. With respect to any supply Contract or arrangement pursuant to which the Seller currently obtains parts, supplies or other materials for use in the Funnoodle Product Line that, in spite of the Seller's commercially reasonable efforts, is not assigned to the Buyer by the Closing Date, the Seller shall allow the Buyer to purchase such parts, supplies or other materials subject to such Contract or arrangement (a) from the Seller at the Seller's cost; or (b) through the Seller, for the Funnoodle Product Line, until twelve (12) months after the Closing; and the Seller will resell to the Buyer and the Buyer will buy from the Seller all such materials and supplies at the price paid for same by the Seller.
Obtaining Consents to Assignments. The Licensor shall use commercially reasonable efforts to obtain all the Licensor Required Consents as shall be necessary to convey and assign to and vest in the Licensee all of its right, title and interest in and to the Assets, including, without limitation, any Claim, right or benefit arising thereunder or resulting therefrom, as soon as practicable. To the extent that rights under any Transferred Contract or other Assets to be assigned to the Licensee hereunder may not be assigned without the consent of another person, and such consent has not been obtained as of the date hereof, neither this Agreement nor any document executed by the parties hereto in connection with the Contemplated Transactions shall constitute an agreement to assign the same if any attempted assignment would constitute a breach thereof or would be unlawful, and the Licensor shall use commercially reasonable efforts to obtain any such Licensor Required Consents as promptly as possible. In the event that the Licensor fails to obtain any Licensor Required Consents, the Licensor agrees to appoint the Licensee as its agent to provide all services obligations in connection with each such Transferred Contract, on behalf of the Licensor, until the earlier of: (i) the obtaining of a Licensor Required Consent; or (ii) the termination of the Transferred Contract. Any fees received by the Licensor with respect to such Transferred Contracts that are with respect to events or periods that occur on and after the Effective Date, shall be paid by Licensor to Licensee.
Obtaining Consents to Assignments. SatCon shall use its best efforts, --------------------------------- in good faith, to obtain consents to assign to the Bank all contracts and general intangibles for which a grant of a security interest therein is prohibited by contract.
Obtaining Consents to Assignments. Seller shall use its best efforts to obtain all approvals, consents or waivers as shall be necessary to convey and assign to and vest in Buyer all of its right, title and interest in and to the Assets, including, without limitation, any claim, right, or benefit arising thereunder or resulting therefrom, as soon as practicable after the date hereof. To the extent that Seller's rights under any agreement, contract, commitment, lease (including, without limitation, the Facility Lease), license, permit, authorization or other Asset to be assigned to Buyer hereunder may not be assigned without the consent of another person, and such consent has not been obtained by the Closing Date, neither this Agreement nor any document executed by the parties hereto in connection with this Agreement shall constitute an agreement to assign the same if any attempted assignment would constitute a breach thereof or would be unlawful.
