Common use of Third Party Consent Clause in Contracts

Third Party Consent. To the extent that any Real Property ------------------- Lease, Business Contract or Business License is not assignable pursuant to the Bankruptcy Code or otherwise without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a violation or breach thereof or a default thereunder. Parent and Sellers shall make commercially reasonable efforts (including, without limitation, prosecution of appropriate motions pursuant to (S)365 of the Bankruptcy Code) to obtain the consent of such other party to the assignment to Purchaser of any such Real Property Lease, Business Contract or Business License in all cases in which such consent is or may be required; provided, however, that to obtain any such -------- ------- consent, Parent and Sellers shall not be required to pay or incur more than nominal expenses plus (i) amounts required to cure any defaults under the Real Property Lease, Business Contract or Business License in question; and (ii) reasonable attorneys' fees. If any such consent is not obtained, Parent and Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Real Property Lease, Business Contract or Business License, including enforcement at the cost and for the account of Purchaser of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Purchaser shall have no obligation with respect to any such Real Property Lease, Business Contract or Business License. Notwithstanding the provisions of this Section, Purchaser shall be obligated to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 6.05 has been fulfilled. ------------

Third Party Consent. To the extent that any Real Property ------------------- Lease, Business Contract or Business License is not assignable pursuant to the Bankruptcy Code or otherwise without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a violation or breach thereof or a default thereunder. Parent and Sellers shall make commercially reasonable efforts (including, without limitation, prosecution of appropriate motions pursuant to (S)365 ss.365 of the Bankruptcy Code) to obtain the consent of such other party to the assignment to Purchaser of any such Real Property Lease, Business Contract or Business License in all cases in which such consent is or may be required; providedPROVIDED, howeverHOWEVER, that to obtain any such -------- ------- consent, Parent and Sellers shall not be required to pay or incur more than nominal expenses plus (i) amounts required to cure any defaults under the Real Property Lease, Business Contract or Business License in question; and (ii) reasonable attorneys' fees. If any such consent is not obtained, Parent and Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Real Property Lease, Business Contract or Business License, including enforcement at the cost and for the account of Purchaser of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Purchaser shall have no obligation with respect to any such Real Property Lease, Business Contract or Business License. Notwithstanding the provisions of this Section, Purchaser shall be obligated to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section SECTION 6.05 has been fulfilled. ------------.

Third Party Consent. To the extent that any Real Property ------------------- Lease, Business Contract or Business License is not assignable pursuant to the Bankruptcy Code or otherwise without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a violation or breach thereof or a default thereunder. Parent and Sellers shall make commercially reasonable efforts (including, without limitation, prosecution of appropriate motions pursuant to (S)365 Section 365 of the Bankruptcy Code) to obtain the consent of such other party to the assignment to Purchaser of any such Real Property Lease, Business Contract or Business License in all cases in which such consent is or may be required; provided, however, that to obtain any such -------- ------- consent, Parent and Sellers shall not be required to pay or incur more than nominal expenses plus (i) amounts required to cure any defaults under the Real Property Lease, Business Contract or Business License in question; and (ii) reasonable attorneys' fees. If any such consent is not obtained, Parent and Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Real Property Lease, Business Contract or Business License, including enforcement at the cost and for the account of Purchaser of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Purchaser shall have no obligation with respect to any such Real Property Lease, Business Contract or Business License. Notwithstanding the provisions of this Section, Purchaser shall be obligated to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 6.05 has been fulfilled. ------------.

Third Party Consent. To the extent that any Real Property ------------------- Lease, Business Assumed Contract or Business License is not assignable pursuant to the Bankruptcy Code or otherwise without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a violation or breach thereof or a default thereunder. Parent and Sellers Seller shall make commercially reasonable efforts (including, including without limitation, prosecution of appropriate motions pursuant to (S)365 Section 365 of the Bankruptcy Code) to obtain the consent of by such other party to the assignment to Purchaser of any such Real Property Lease, Business Assumed Contract or Business License in all cases in which such consent is required if such Real Property Lease, Assumed Contract or may be required; providedLicense is marked with an asterisk on Schedule 2.01(a)(iv). In this regard, however, that to obtain any such -------- ------- consent, Parent and Sellers Seller shall not be required to pay or incur the following (but not more than the following): nominal expenses to obtain any necessary consents plus (i) amounts required to cure any defaults under the Real Property Lease, Business Assumed Contract or Business License in question; and (ii) reasonable attorneys' fees. If any such consent is not obtained, Parent and Sellers Seller shall cooperate with Purchaser in any reasonable arrangement (an "Alternative Arrangement") designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Real Property Lease, Business Assumed Contract or Business License, including enforcement at the cost and for the account of Purchaser of any and all rights of Sellers Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. Solely with respect to any consents that are listed in Schedule 7.05 and are not obtained (and not with respect to any other consents that are not obtained), any incrementally higher costs (excluding professional fees) associated with Alternative Arrangements, as compared with the aggregate costs that would have been incurred under the applicable Real Property Leases, Assumed Contracts or Licenses had the consents been obtained, shall be paid by Seller up to a $250,000 maximum aggregate payment obligation. At or prior to Closing, Seller shall cause any breach of any Real Property Lease, Assumed Contract or License to be cured, waived or deemed waived and this $250,000 limitation shall not apply to such cure obligations; provided, however, that any payments necessary to cure any such Real Property Lease, Assumed Contract or License may be paid by Seller at the "Distribution Date" as defined in the Plan. If and to the extent that such arrangement an Alternative Arrangement cannot be made, Purchaser shall have no obligation with respect to any such Real Property Lease, Business Assumed Contract or Business License. Notwithstanding the provisions of this SectionLicense and any liabilities relating to any such Real Property Lease, Purchaser Assumed Contract or License shall be obligated a Retained Liability. Seller shall have no obligations under this Section with respect to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 6.05 has been fulfilled. ------------Excluded Licenses.