Common use of Assignment Consents Clause in Contracts

Assignment Consents. (A) To the extent that the assignment to Buyer as provided herein of any contact, agreement, lease, license or commitment is not permitted without consent of the other party to such contract, agreement, lease, license or commitment, this Agreement shall constitute an agreement to assign the same subject only to such consent. Seller and Parent will use their best efforts to obtain the consent to such assignment by the other party or parties to such contract, agreement, lease, license or commitment after the date hereof if necessary. If any such required consent is not obtained on or before the Closing Date, this Agreement shall not constitute an agreement to assign the contract, agreement, lease, license or commitment, and Seller, Parent and Buyer shall cooperate from and after the Closing Date in a reasonable arrangement designed to provide to Buyer the same or similar benefits under any such contract, agreement, lease, license or commitment as would have been obtained by Buyer if it had been assigned to Buyer effective on the Closing Date and Buyer agrees to bear the obligations of Seller or Parent contained in such contract, agreement, lease, license or commitment arising from and after the Closing Date. (B) Without limiting the generality of the foregoing Section 11.10(A), and notwithstanding anything to the contrary in this Agreement, Seller is not assigning, and Buyer is not assuming, any of the Real Estate Leases for the Locations listed on Schedule 11.10 (the "Amscot Locations") unless and until Buyer enters into an assumption agreement, in substance satisfactory to Buyer, with Seller's landlord(s) referring specifically to each such Location. Until such time, Seller shall continue to make all payments (including, without limitation, continuing to deposit all rents for the Amscot Locations with the Clerk of the Court for Dallas County District Court in the pending proceedings known as Unistar et al. v. Amscot et al.), and comply with all of its obligations on a timely basis under such Real Estate Leases. Seller is, however, transferring to Buyer all rights and interests Seller has, to the maximum extent legally transferable without obtaining any third party consents, to occupy the Amscot Locations and transact the Agency's business at such Locations. If Buyer is unable either to assume any of such Real Estate Leases due to the failure to obtain any necessary third party consent, or unable to operate the business being acquired under a reasonable alternative arrangement at any Amscot Location pursuant to a written agreement satisfactory to Buyer with Seller's landlord(s) within six (6) months of the Closing Date, then Buyer shall have the option in its sole discretion to: (i) rescind the transaction as to such Amscot Locations, entitling Buyer to a refund of a pro rata portion of the Purchase Price (the pro rata portion to be determined based on each such Location's annualized revenues for the twelve (12) calendar months immediately preceding the Closing Date as a percentage of the annualized revenues for such period for all of the Locations); or (ii) retain the business transferred hereunder as to such Amscot Location, in which event Seller shall be responsible for all costs incurred by Buyer to relocate such business to a new location ($10,000 for each such location), plus any lost revenue incurred by Buyer for each day (or portion thereof) that Buyer is unable to transact its business at any Amscot Location until such relocation is completed and operational. With respect to any and all amounts due to Buyer under this paragraph, Buyer shall have the option in its sole discretion either to: (A) require Seller to refund the amount in question, in which event Seller shall pay such amount to Buyer within ten (10) days of Seller's receipt of written request therefor, or (B) offset such amounts against any payments due to Seller under the Note.

Assignment Consents. (A) To the extent that the assignment to Buyer as provided herein of any contact, agreementContract, lease, license or commitment other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom is not permitted without the consent of the other party to such contract, agreement, lease, license or commitmenta third party, this Agreement shall constitute an agreement to assign the same such Contract, lease, license or other agreement or arrangement, subject only to such consent; and any transfer or assignment to Purchaser by Seller of any interest under any such Contract, lease. license or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller and Parent will shall continue to use their its best efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained, and Seller will cooperate with Purchaser in any lawful and economically feasible arrangement to provide that Purchaser shall receive the interest of Seller in the benefits under any such assignment by the other party or parties to such contract, agreementContract, lease, license or commitment other agreement or arrangement, including performance by Seller, as agent, if economically feasible, provided that Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall pay and discharge, and shall indemnify and hold Purchaser harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the date hereof if necessaryClosing Date. If any such required consent is not obtained Nothing in this Section 7.11 shall be deemed a waiver by Purchaser of its right to have received on or before the Closing Date, an effective assignment of all of the Assets nor shall this Agreement shall not section 7.11 be deemed to constitute an agreement to assign the contract, agreement, lease, license or commitment, and Seller, Parent and Buyer shall cooperate exclude from and after the Closing Date in a reasonable arrangement designed to provide to Buyer the same or similar benefits under any such contract, agreement, lease, license or commitment as would have been obtained by Buyer if it had been assigned to Buyer effective on the Closing Date and Buyer agrees to bear the obligations of Seller or Parent contained in such contract, agreement, lease, license or commitment arising from and after the Closing Date. (B) Without limiting the generality of the foregoing Section 11.10(A), and notwithstanding anything to the contrary in this Agreement, Seller is not assigning, and Buyer is not assuming, Purchaser any of the Real Estate Leases for the Locations listed on Schedule 11.10 (the "Amscot Locations") unless and until Buyer enters into an assumption agreement, in substance satisfactory to Buyer, with Seller's landlord(s) referring specifically to each such Location. Until such time, Seller shall continue to make all payments (including, without limitation, continuing to deposit all rents for the Amscot Locations with the Clerk of the Court for Dallas County District Court in the pending proceedings known as Unistar et al. v. Amscot et alAssets described under Section 2.1.), and comply with all of its obligations on a timely basis under such Real Estate Leases. Seller is, however, transferring to Buyer all rights and interests Seller has, to the maximum extent legally transferable without obtaining any third party consents, to occupy the Amscot Locations and transact the Agency's business at such Locations. If Buyer is unable either to assume any of such Real Estate Leases due to the failure to obtain any necessary third party consent, or unable to operate the business being acquired under a reasonable alternative arrangement at any Amscot Location pursuant to a written agreement satisfactory to Buyer with Seller's landlord(s) within six (6) months of the Closing Date, then Buyer shall have the option in its sole discretion to: (i) rescind the transaction as to such Amscot Locations, entitling Buyer to a refund of a pro rata portion of the Purchase Price (the pro rata portion to be determined based on each such Location's annualized revenues for the twelve (12) calendar months immediately preceding the Closing Date as a percentage of the annualized revenues for such period for all of the Locations); or (ii) retain the business transferred hereunder as to such Amscot Location, in which event Seller shall be responsible for all costs incurred by Buyer to relocate such business to a new location ($10,000 for each such location), plus any lost revenue incurred by Buyer for each day (or portion thereof) that Buyer is unable to transact its business at any Amscot Location until such relocation is completed and operational. With respect to any and all amounts due to Buyer under this paragraph, Buyer shall have the option in its sole discretion either to: (A) require Seller to refund the amount in question, in which event Seller shall pay such amount to Buyer within ten (10) days of Seller's receipt of written request therefor, or (B) offset such amounts against any payments due to Seller under the Note.