Unobtained Consents. To the extent that the assignment by a Seller to Purchaser pursuant to the terms hereof of any Purchased Contract is not permitted without the consent of another Person or Persons which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would otherwise constitute a breach or other contravention under any Contract or Legal Requirement, and such Purchased Contract a “Contingent Asset”) shall only become a Purchased Asset, if and when such consent is obtained. The applicable Seller shall use its commercially reasonable efforts from the Agreement Date through the date that is six (6) months after the Closing Date (the “Transfer Period”) to obtain any consents or waivers required to assign to Purchaser any Contingent Asset, without any conditions to such transfer (including the making of any payments) or changes or modifications of terms thereunder. Purchaser agrees that Sellers and their respective Affiliates shall not have any Liability to Purchaser arising out of or relating to the failure to obtain any such consent that may be required in connection with the transactions contemplated by this Agreement or the Transaction Documents or because of any circumstances resulting therefrom. If any such consent is not obtained, the applicable Seller and Purchaser will work together from and after the Closing at mutual expense in a mutually agreeable arrangement under which Purchaser would obtain all of the benefits and assume all of the obligations and Liabilities arising after Closing thereunder to the fullest extent legally possible unless otherwise determined by VI and Purchaser.
Unobtained Consents. Seller agrees to provide all Unobtained ------------------- Consents to Buyer on the Closing Date.
Unobtained Consents. With respect to any of the Properties that would have been assigned to the Purchasers at the Closing (or a later date) but for the existence of prohibitions against or conditions to such transfer that, if not satisfied, would result in the breach by a Company Party of a third party agreement or would terminate or give a third party the right to terminate any rights of a Company Party in and to such Property (any such Property being herein referred to as a "Retained Property" and any such prohibition or condition being herein referred to as a "Restriction"), the Company Parties agree to (a) use commercially reasonable efforts to cause such Restriction to be satisfied or waived, (b) transfer such Retained Property to the Purchasers when and if such Restriction is satisfied or waived, and (c) pending the satisfaction or waiver of such Restriction and to the extent permitted by applicable law and the terms of any applicable contracts or agreements, and subject to any written agreements between the Company Parties and the Purchasers regarding specific Retained Properties, hold the Retained Properties for the benefit of and use by the Purchasers in order to permit the Purchasers to realize, receive, and enjoy rights and benefits, and bear burdens and obligations of the Retained Properties in each case that are substantially similar to those that the Purchasers would have been able to realize, receive and enjoy, or bear, as applicable, had such Restriction been satisfied or waived. The Parties shall enter into an agreement relating to the Retained Properties containing the same terms and conditions as contained in the underlying agreements to which the Company is bound. New Areas of Mutual Interest.
Unobtained Consents. In the event that any Required Consent has not been obtained as of the Closing and that Purchaser, in its sole discretion, chooses to waive the closing condition as to the obtaining of such Required Consents, then, notwithstanding anything to the contrary contained in Section 2.1, Section 2.3 or elsewhere in this Agreement:
Unobtained Consents. 1. Westbank has not obtained any consents necessary for assigning the Assumed Contracts.
Unobtained Consents. In the event that any consent to assignment of any Acquired Asset has not yet been obtained as of the Closing (each such Asset, a “Restricted Asset”), then:
Unobtained Consents. If the Company has not obtained a Required Consent and, irrespective of such failure, the Closing occurs, then, notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement:
Unobtained Consents. If the Company has not obtained a Required Consent and, irrespective of such failure, the Closing occurs, then, notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement: (a) with respect to any Contract, Governmental Authorization or other item with respect to which such Required Consent was not obtained, and which would have, if such Required Consent had been obtained, been an Acquired Asset (each a “Restricted Asset”), Buyer shall (unless otherwise mutually agreed to by the Company and the Buyer in writing) exclude such Restricted Asset from the Acquired Assets so that, unless and until the applicable Required Consent is obtained after the Closing, neither this Agreement nor any instrument delivered at the Closing will constitute an assignment or transfer of such Restricted Asset or any interest arising thereunder or resulting therefrom; (b) the Company will continue to use commercially reasonable efforts to obtain all such Required Consents as soon as practicable following Closing, and, prior to obtaining such Required Consents, the Company will continue to operate any Restricted Assets pursuant to the terms of the Master Shared Services Agreement; and (c) with respect to any Restricted Asset that has been excluded from the Acquired Assets pursuant to Section 2.11(a), if the applicable Required Consent is obtained following the Closing Date, such Restricted Asset shall immediately be deemed to be included in the Acquired Assets pursuant to the terms of the Assignment and Assumption Agreement. 2.12
