Assigned Contracts; Consents Sample Clauses

Assigned Contracts; Consents. All consents necessary to assign the Assigned Contracts (other than the Additional Non-Assignment Order Assigned Contracts) to the Purchaser (or its Designated Affiliate, if applicable) shall have been obtained, or an Assignment Order shall have been issued and entered by the Court ordering the assignment of such Assigned Contracts where necessary consents have not been obtained, and any such Assignment Order shall not have been vacated, amended or stayed.

Assigned Contracts; Consents. Notwithstanding anything to the contrary, no Assigned Contract or right thereunder will be assigned in violation of applicable Law or the terms thereof. Seller will use commercially reasonable efforts to obtain the consents listed on Schedule 3, and failure to obtain any consent will not be a breach of this Agreement. To the extent any consent is not obtained as of Closing, the affected Assigned Contract will be held by Seller in trust for the benefit of Buyer, with Seller enforcing rights and performing obligations thereunder for Buyer’s account (at Buyer’s expense) to the extent permitted, and the Parties will implement reasonable alternative arrangements (including subcontracting or back-to-back agreements) to provide Buyer the economic benefit and burden thereof until consent is obtained. Upon receipt of consent, the applicable Contract will be deemed assigned effective as of the Closing Date as between the Parties for economic purposes.

Assigned Contracts; Consents. The Agent shall have received, with a copy for each other Financing Party, a true and complete copy of each Assigned Contract and each Consent, certified as such on the Third Restatement Effective Date by a Responsible Officer of the Borrower.

Assigned Contracts; Consents. Except as set forth on a written schedule attached hereto, no approval, consent, authorization, or exemption from or filing with any person or entity not a party to this Agreement is required to be obtained or made by Lighthouse in connection with the execution and delivery of this Agreement and the Lighthouse Documents and the consummation of the transactions contemplated hereby and thereby.

Assigned Contracts; Consents. The Agent shall have received, with a copy for each Lender, a true and complete copy of each Assigned Contract, each Assignment and each Consent to Assignment, certified as such on the Restatement Effective Date by a Responsible Officer of the Borrower.