Common use of Third Party Consent Clause in Contracts

Third Party Consent. To the extent that any Real Property Lease, Assumed Contract or 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. Seller shall make reasonable efforts (including without limitation, prosecution of appropriate motions pursuant to Section 365 of the Bankruptcy Code) to obtain the consent by such other party to the assignment to Purchaser of any such Real Property Lease, Assumed Contract or License in all cases in which such consent is required if such Real Property Lease, Assumed Contract or License is marked with an asterisk on Schedule 2.01(a)(iv). In this regard, Seller shall be required to pay the following (but not more than the following): nominal expenses to obtain any necessary consents plus amounts required to cure any defaults under the Real Property Lease, Assumed Contract or License in question. If any such consent is not obtained, 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, Assumed Contract or License, including enforcement at the cost and for the account of Purchaser of any and all rights of 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 an Alternative Arrangement cannot be made, Purchaser shall have no obligation with respect to any such Real Property Lease, Assumed Contract or License and any liabilities relating to any such Real Property Lease, Assumed Contract or License shall be a Retained Liability. Seller shall have no obligations under this Section with respect to Excluded Licenses.

Third Party Consent. To the extent that any Real Property Lease, Assumed 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. Seller Parent and Sellers shall make commercially reasonable efforts (including including, without limitation, prosecution of appropriate motions pursuant to Section 365 of the Bankruptcy Code) to obtain the consent by of such other party to the assignment to Purchaser of any such Real Property Lease, Assumed Business Contract or Business License in all cases in which such consent is required if or may be required; provided, however, that to obtain any such Real Property Leaseconsent, Assumed Contract or License is marked with an asterisk on Schedule 2.01(a)(iv). In this regard, Seller Parent and Sellers shall not be required to pay the following (but not or incur more than the following): nominal expenses to obtain any necessary consents plus (i) amounts required to cure any defaults under the Real Property Lease, Assumed Business Contract or Business License in question; and (ii) reasonable attorneys' fees. If any such consent is not obtained, Seller Parent and Sellers 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, Assumed Business Contract or Business License, including enforcement at the cost and for the account of Purchaser of any and all rights of Seller Sellers 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 an Alternative Arrangement such arrangement cannot be made, Purchaser shall have no obligation with respect to any such Real Property Lease, Assumed Business Contract or License and any liabilities relating to any such Real Property LeaseBusiness License. Notwithstanding the provisions of this Section, Assumed Contract or License Purchaser shall be a Retained Liability. Seller shall have no obligated to consummate the transactions contemplated by this Agreement if the condition to its obligations under this hereunder contained in Section with respect to Excluded Licenses6.05 has been fulfilled.

Third Party Consent. To the extent that any Real Property Lease, Assumed 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. Seller Parent and Sellers shall make commercially reasonable efforts (including including, without limitation, prosecution of appropriate motions pursuant to Section 365 ss.365 of the Bankruptcy Code) to obtain the consent by of such other party to the assignment to Purchaser of any such Real Property Lease, Assumed Business Contract or Business License in all cases in which such consent is required if or may be required; PROVIDED, HOWEVER, that to obtain any such Real Property Leaseconsent, Assumed Contract or License is marked with an asterisk on Schedule 2.01(a)(iv). In this regard, Seller Parent and Sellers shall not be required to pay the following (but not or incur more than the following): nominal expenses to obtain any necessary consents plus (i) amounts required to cure any defaults under the Real Property Lease, Assumed Business Contract or Business License in question; and (ii) reasonable attorneys' fees. If any such consent is not obtained, Seller Parent and Sellers 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, Assumed Business Contract or Business License, including enforcement at the cost and for the account of Purchaser of any and all rights of Seller Sellers 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 an Alternative Arrangement such arrangement cannot be made, Purchaser shall have no obligation with respect to any such Real Property Lease, Assumed Business Contract or License and any liabilities relating to any such Real Property LeaseBusiness License. Notwithstanding the provisions of this Section, Assumed Contract or License Purchaser shall be a Retained Liability. Seller shall have no obligated to consummate the transactions contemplated by this Agreement if the condition to its obligations under this Section with respect to Excluded Licenseshereunder contained in SECTION 6.05 has been fulfilled.

Third Party Consent. To the extent that any Real Property ------------------- Lease, Assumed 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. Seller Parent and Sellers shall make commercially reasonable efforts (including including, without limitation, prosecution of appropriate motions pursuant to Section 365 (S)365 of the Bankruptcy Code) to obtain the consent by of such other party to the assignment to Purchaser of any such Real Property Lease, Assumed Business Contract or Business License in all cases in which such consent is required if or may be required; provided, however, that to obtain any such Real Property Lease-------- ------- consent, Assumed Contract or License is marked with an asterisk on Schedule 2.01(a)(iv). In this regard, Seller Parent and Sellers shall not be required to pay the following (but not or incur more than the following): nominal expenses to obtain any necessary consents plus (i) amounts required to cure any defaults under the Real Property Lease, Assumed Business Contract or Business License in question; and (ii) reasonable attorneys' fees. If any such consent is not obtained, Seller Parent and Sellers 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, Assumed Business Contract or Business License, including enforcement at the cost and for the account of Purchaser of any and all rights of Seller Sellers 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 an Alternative Arrangement such arrangement cannot be made, Purchaser shall have no obligation with respect to any such Real Property Lease, Assumed Business Contract or License and any liabilities relating to any such Real Property LeaseBusiness License. Notwithstanding the provisions of this Section, Assumed Contract or License Purchaser shall be a Retained Liabilityobligated to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 6.05 has been fulfilled. Seller shall have no obligations under this Section with respect to Excluded Licenses.------------