Restricted Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any Transferred Contract to the extent such an assignment or transfer, or attempt to make such an assignment or transfer, without the consent, approval or waiver of a third party would (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien on any of the Transferred Assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, such Transferred Contract (such Transferred Contracts being collectively referred to herein as “Restricted Contracts”), and any transfer or assignment to Buyer by ABI or any of its applicable Subsidiaries of any interest under any such Restricted Contract shall be made subject to such consent, approval or waiver being obtained. To the extent not prohibited by applicable Law, ABI shall use reasonable best efforts to cause Xxxxxx Parent and its Affiliates to obtain such consents, approvals or waivers prior to the Closing; provided, however, that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties to obtain such consents or approvals. In the event any such consent, approval or waiver is not obtained prior to the Closing (A) to the extent not prohibited by applicable Law (including the UK Code), ABI shall continue to use reasonable best efforts to obtain any such consent, approval or waiver (it being understood that none of ABI, Xxxxxx Parent or any of their respective Affiliates shall be required to pay any material amounts to third parties in connection with the foregoing), (B) to the extent not prohibited by applicable Law, ABI and Buyer shall enter into alternative arrangements (such as a license, sublease or operating agreement) until such time as such consent, approval or waiver has been obtained which results in Buyer receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Restricted Contract and (C) notwithstanding anything to...
Restricted Contracts. Section 7.8.
Restricted Contracts. Except as expressly provided for in the Loan Documents and as described in the Disclosure Schedule or pursuant to a Restriction Exception, the substance of which, in detail satisfactory to Administrative Agent, is promptly reported to Administrative Agent, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of US Borrower, including but not limited to either Canadian Borrower and any Subsidiary of such Persons to: (a) pay dividends or make other distributions to US Borrower or either Canadian Borrower, (b) redeem equity interests held in it by US Borrower or either Canadian Borrower, (c) repay loans and other indebtedness owing by it to US Borrower or either Canadian Borrower, or (d) transfer any of its assets to US Borrower or either Canadian Borrower.
Restricted Contracts. If, as of the Closing Date, Consent from a Third-Party is required for the assignment of an Assumed Contract (a “Restricted Contract”), then, at the election of Buyer, the assignment by Seller and the assumption by Buyer of such Restricted Contract shall not become effective until the required Consent is obtained. At the request and expense and under the direction of Buyer: (i) Seller shall not take nor permit any action which would impair the full force and effect of such Restricted Contract until the effective assignment thereof; and (ii) Seller, subsequent to the Closing Date, shall not be entitled to any of the rights, privileges or awards under any Restricted Contract, all of which shall accrue to the benefit of Buyer.
Restricted Contracts. Except as expressly provided for in the Loan Documents and as described in the Disclosure Schedule or pursuant to a Restriction Exception, the substance of which, in detail satisfactory to Administrative Agent, is promptly reported to Administrative Agent, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of Borrower to: (a) pay dividends or make other distributions to Borrower, (b) redeem equity interests held in it by Borrower, (c) repay loans and other indebtedness owing by it to Borrower, or (d) transfer any of its assets to Borrower.
Restricted Contracts. “Restricted Contracts” shall have the meaning set forth in Section 1.7(a) of this Agreement.
Restricted Contracts. Except as expressly provided for in the Loan Documents, the US/Canada Credit Agreement and as described in the Disclosure Schedule or pursuant to a Restriction Exception, the substance of which, in detail satisfactory to Administrative Agent, is promptly reported to Administrative Agent, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of Borrower, including but not limited to PMC (Nova Scotia) Company, Plains Marketing Canada, L.P. and any Subsidiary of such Persons to: (a) pay dividends or make other distributions to Borrower, (b) redeem equity interests held in it by Borrower, (c) repay loans and other indebtedness owing by it to Borrower, or (d) transfer any of its assets to Borrower.
Restricted Contracts. Except as expressly provided for in the Loan Documents and as described in the Disclosure Schedule or pursuant to a Restriction Exception, the substance of which, in detail satisfactory to Administrative Agent, is promptly reported to Administrative Agent, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of US Borrower, including but not limited to Canadian Borrower, Canadian Working Capital Borrower and any Subsidiary of such Persons to: (a) pay dividends or make other distributions to US Borrower, Canadian Borrower, or Canadian Working Capital Borrower, (b) redeem equity interests held in it by US Borrower, Canadian Borrower, or Canadian Working Capital Borrower, (c) repay loans and other indebtedness owing by it to US Borrower, Canadian Borrower, or Canadian Working Capital Borrower, or (d) transfer any of its assets to US Borrower, Canadian Borrower, or Canadian Working Capital Borrower.
Restricted Contracts. 100 11.12 Exhibits, Disclosure Schedule and Amendments.................101 11.13 Confidentiality..............................................102 11.14 Notices......................................................102 11.15 Captions.....................................................103 11.16 Definition of Knowledge......................................103 11.17 Law Governing................................................104 11.18
Restricted Contracts. To the extent that Seller or an Acquired Subsidiary, acting pursuant to Section 4.3, elects not to assign or otherwise transfer any Restricted 97 106 Contract, nothing in this Agreement shall constitute an agreement by Seller or such Acquired Subsidiary to assign or otherwise transfer such Restricted Contract. Instead, Seller, such Acquired Subsidiary and Buyer shall cooperate with each other to put in place a commercially reasonable arrangement designed to (i) secure the performance (whether by Seller, Buyer, an Acquired Subsidiary or otherwise) or release of Seller's obligations (if any) pursuant to such Restricted Contract and to secure for Buyer the benefits (if any) of such Restricted Contract and (ii) to the extent that any Restricted Contract is not assumed by Buyer, including any Restricted Contracts involving Intellectual Property, Seller at Buyer's option and complete discretion, and at Buyer's expense, shall enforce any provision of such Contract, including commencing an action for breach of such Contracts. Any such arrangement shall seek to place Seller, Buyer and any Acquired Subsidiary, as nearly as is practicable in the circumstances, in the same economic position as such parties would have been in had the required consent to assignment or other transfer of the Restricted Contract been obtained and the Restricted Contract assigned or otherwise transferred to Buyer.
