Common use of Transfer Consents Clause in Contracts

Transfer Consents. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the assignment, transfer, conveyance or delivery or attempted assignment, transfer, conveyance or delivery to the Company of any Transferred Stockholder IP Agreement or any right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (“Transfer Consents”), Stockholder shall and, shall cause each of its Affiliates (as applicable) to, use commercially reasonable efforts to obtain such Transfer Consents prior to Closing, provided that, if any such Transfer Consents shall not have been obtained prior to the Closing, the Closing shall proceed without the assignment, transfer, conveyance or delivery of such Transferred Stockholder IP Agreement, unless the failure to assign, transfer, convey or deliver any such Transferred Stockholder IP Agreement prior to Closing would result in a Material Adverse Effect (taking into consideration the obligations of Stockholder under this Section 5.25) (an “IP MAE”). In the event that the Closing occurs without the assignment, transfer, conveyance or delivery of any Transferred Stockholder IP Agreement or any right or benefit arising thereunder, then following the Closing, the Stockholder shall use its commercially reasonable efforts to obtain promptly any necessary Transfer Consents, and the Company shall cooperate as reasonably requested by the Stockholder in connection with the foregoing; provided that none of the Companies shall have any obligation to give any guarantee or pay any consideration of any nature for obtaining such Transfer Consent or to consent to any change in or otherwise compromise the terms of any agreement or arrangement which the Company reasonably deems to be adverse to the Business (each such action being a “Concession”). Until such Transfer Consent has been obtained, Stockholder shall use commercially reasonable efforts to provide to the Companies and any of their Affiliates, through any reasonable and lawful arrangement, rights and benefits substantially equivalent to those the Companies and their Affiliates would have received under such Transferred Stockholder IP Agreement had the Transferred Stockholder IP Agreement been assigned to the Companies at the Closing, and the Companies shall cooperate as reasonably requested by the Stockholder in connection with the foregoing, without any obligation to make a Concession. Once the Transfer Consent for the assignment, transfer, conveyance or delivery of any Transferred Stockholder IP Agreement not assigned, transferred, conveyed or delivered at the Closing is obtained, Stockholder shall or shall cause its relevant Affiliates to, promptly, assign, transfer, convey and deliver such Transferred Stockholder IP Agreement to the relevant Companies and/or their Affiliates free and clear of all Encumbrances except for Permitted Encumbrances.

Transfer Consents. Notwithstanding If any Transfer Consent with respect to a Xxxxxxxx ROW is not obtained prior to Closing, then, notwithstanding anything in this Agreement to the contrary contained contrary, the Company shall retain all right, title and interest in this Agreementand to such Xxxxxxxx ROW, and such Xxxxxxxx ROW shall not be conveyed to the extent that the assignment, transfer, conveyance Seller Group at or delivery or attempted assignment, transfer, conveyance or delivery prior to the Company of Closing. If the Company’s right, title and interest in and to any Transferred Stockholder IP Agreement Xxxxxxxx ROW is not conveyed to the Seller Group at or any right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third-party authorizationsprior to the Closing due to a failure to obtain a Transfer Consent, approvalsafter the Closing, consents or waivers (“Transfer Consents”)the Seller shall use reasonable efforts, Stockholder shall andand the Buyer shall, and shall cause each of its Affiliates (as applicable) the Company to, use commercially reasonable efforts cooperate reasonably (at the Seller’s expense) with the Seller Group to obtain such Transfer Consents prior Consent. Upon receipt by the Seller of the Transfer Consent relating thereto, the Seller shall so notify the Buyer, and, within 10 Business Days after the Buyer’s receipt of such notice, the Company shall convey, transfer, assign or deliver to Closingthe designated member of the Seller Group, provided thatretroactive to the Closing Date, if on an exclusive basis and at no charge or cost to the Seller Group, and without adjustment to the Purchase Price, and the Seller shall accept from the Company, the Company’s right, title and interest in and to such Xxxxxxxx ROW. As between the Seller Group, on the one hand, and the Buyer and the Company, on the other hand, with respect to any such Xxxxxxxx ROW for which a Transfer Consents shall Consent has not have been obtained prior to by the Closing, each of the Buyer and the Company shall, and shall cause its Affiliates to, on an exclusive basis and at no charge or cost to the Seller Group, and without adjustment to the Purchase Price, hold such Xxxxxxxx ROW for the benefit of the designated member of the Seller Group, effective as of the Closing shall proceed without the assignment, transfer, conveyance or delivery of such Transferred Stockholder IP Agreement, unless the failure to assign, transfer, convey or deliver any such Transferred Stockholder IP Agreement prior to Closing would result in a Material Adverse Effect (taking into consideration the obligations of Stockholder under this Section 5.25) (an “IP MAE”). In the event that the Closing occurs without the assignment, transfer, conveyance or delivery of any Transferred Stockholder IP Agreement or any right or benefit arising thereunder, then following the Closing, the Stockholder shall use its commercially reasonable efforts to obtain promptly any necessary Transfer ConsentsDate, and the Company shall cooperate as reasonably requested by the Stockholder in connection with the foregoing; provided that none designated member of the Companies Seller Group shall have any obligation to give any guarantee or pay any consideration for all purposes be treated as owner of any nature for obtaining such Transfer Consent or to consent to any change in or otherwise compromise the terms of any agreement or arrangement which the Company reasonably deems to be adverse to the Business (each such action being a “Concession”)interest. Until such Transfer Consent has been obtained, Stockholder shall use commercially reasonable efforts to provide to the Companies and any of their Affiliates, through any reasonable and lawful arrangement, rights and benefits substantially equivalent to those the Companies and their Affiliates would have received under such Transferred Stockholder IP Agreement had the Transferred Stockholder IP Agreement been assigned to the Companies at the Closing, and the Companies shall cooperate as reasonably requested by the Stockholder in connection with Notwithstanding the foregoing, without any obligation to make the Seller shall reimburse the Company for reasonable, out-of-pocket costs incurred by the Company as a Concession. Once result of the Transfer Consent for Company’s ownership of the assignment, transfer, conveyance or delivery of any Transferred Stockholder IP Agreement not assigned, transferred, conveyed or delivered at the Closing is obtained, Stockholder shall or shall cause its relevant Affiliates to, promptly, assign, transfer, convey and deliver such Transferred Stockholder IP Agreement to the relevant Companies and/or their Affiliates free and clear of all Encumbrances except for Permitted EncumbrancesXxxxxxxx ROWs.

Transfer Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the assignmentsale, conveyance, transfer, conveyance or delivery or attempted assignment, transfer, conveyance assignment or delivery to the Company Buyer of any Transferred Stockholder IP Agreement or Purchased Asset (including any right or any benefit arising thereunder or resulting therefrom Assigned Contract) is prohibited by any applicable Law or would require any governmental Governmental Entity or third-third party authorizations, approvals, consents or waivers (each, a “Transfer ConsentsConsent”), Stockholder shall and, shall cause each of its Affiliates (as applicable) to, use commercially reasonable efforts to obtain such Transfer Consents prior to Closing, provided that, if any and such Transfer Consents shall not have been obtained prior to the applicable Closing, neither this Agreement nor any other Transaction Agreement will constitute a sale, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or the rights of any third party. (b) For a period of one year following the applicable Closing, the Parties will use their reasonable best efforts, and will cooperate with each other, to obtain promptly such Transfer Consents. Any filing, recordation or similar fees payable to any Governmental Entity in connection with obtaining the Transfer Consents will be borne 50% by Buyer and 50% by HL (for the avoidance of doubt, such fees shall not include the fees and expenses relating to the Licensing Approvals and Investor Approvals, which will be Buyer’s sole responsibility); provided that neither Buyer nor any PHH Party nor any of their respective Affiliates will be required to pay any consent fee or similar consideration or waive any rights in order to obtain any Transfer Consent (other than with respect to the Licensing Approvals and Investor Approvals). From the applicable Closing shall proceed without until the assignmentreceipt of such Transfer Consent, the Parties will cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and Liabilities of use or ownership of such Purchased Asset and, with respect to any such assets that are Contracts, Buyer will perform all obligations thereunder on and after the applicable Closing, as permitted by such Contract prior to the receipt of the Transfer Consent. If such Transfer Consent for the sale, conveyance, transfer, conveyance or delivery of such Transferred Stockholder IP Agreement, unless the failure to assign, transfer, convey or deliver any such Transferred Stockholder IP Agreement prior to Closing would result in a Material Adverse Effect (taking into consideration the obligations of Stockholder under this Section 5.25) (an “IP MAE”). In the event that the Closing occurs without the assignment, transfer, conveyance assignment or delivery of any Transferred Stockholder IP Agreement or any right or benefit arising thereunder, then following the Closing, the Stockholder shall use its commercially reasonable efforts to obtain promptly any necessary Transfer Consents, and the Company shall cooperate as reasonably requested by the Stockholder in connection with the foregoing; provided that none of the Companies shall have any obligation to give any guarantee or pay any consideration of any nature for obtaining such Transfer Consent or to consent to any change in or otherwise compromise the terms of any agreement or arrangement which the Company reasonably deems to be adverse to the Business (each such action being a “Concession”). Until such Transfer Consent has been Purchased Asset is obtained, Stockholder shall use commercially reasonable efforts to provide to the Companies and any of their Affiliates, through any reasonable and lawful arrangement, rights and benefits substantially equivalent to those the Companies and their Affiliates would have received under such Transferred Stockholder IP Agreement had the Transferred Stockholder IP Agreement been assigned to the Companies at the Closing, and the Companies shall cooperate as reasonably requested by the Stockholder in connection with the foregoing, without any obligation to make a Concession. Once the Transfer Consent for the assignmentSellers will promptly convey, transfer, conveyance assign and deliver, or delivery of any Transferred Stockholder IP Agreement not assignedcause to be conveyed, transferred, conveyed or delivered at the Closing is obtainedassigned and delivered, Stockholder shall or shall cause its relevant Affiliates to, promptly, assign, transfer, convey and deliver such Transferred Stockholder IP Agreement assets to the relevant Companies and/or their Affiliates free and clear of all Encumbrances except for Permitted EncumbrancesBuyer.