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. 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. 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. Section 7.8.
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. “Restricted Contracts” shall have the meaning specified in Section 1.1 of the Agreement.
Restricted Contracts. (a) Prior to Closing, Seller shall, subject to Section 6.3(a), use reasonable best efforts to cause the Restricted Contracts to be novated to Purchaser at the Closing.
(b) If, at the Closing, the Restricted Contracts have not been novated to Purchaser, Seller shall (x) not, on or after the Closing, modify, amend, renew, extend, provide any consent or agreement under, waive any provision of, or take any other action under or with respect to, each Restricted Contract and (y) 62 at the election of Purchaser (exercisable on or after Closing) (A) deliver notice of termination pursuant to the terms of each of the Restricted Contracts and (B) use commercially reasonable efforts to cause the termination, accordance with the terms thereof, of each Restricted Contract in its entirety without any ongoing liability or obligation of any member of the Seller Group.
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. 14 Article 3 - PURCHASE PRICE, PAYMENT AND ALLOCATION 3.1 Payment of Purchase Price................................................................................................14 3.2 Closing Costs; Transfer Taxes and Fees........................................................................15
