Certain Assignments. (a) Buyer and Seller shall use commercially reasonable efforts to obtain each consent necessary to assign any Asset, including the Assumed Contracts, to Buyer, and Buyer and Seller shall use commercially reasonable efforts to obtain all requisite consents under the IDB Leases in order to assign the IDB Leases to Buyer. (b) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any governmental approval, instrument, contract, lease, Permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party or Authority (as hereinafter defined) would constitute a breach or violation thereof or affect adversely the right of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease, Permit or other agreement or arrangement that requires the consent of a third party or Authority 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 Buyer shall continue to use all commercially reasonable 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 Buyer in any lawful or economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such instrument, contract, lease, Permit or other agreement or arrangement, including, without limitation, performance by Seller as agent, if economically feasible; provided that if Buyer shall receive the interest of Seller in the benefits under any such instrument, contract, lease, Permit or other agreement or arrangement prior to such time as consent or approval has been obtained, Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Notwithstanding the foregoing, if any consent or approval has not been obtained as of the Closing with respect to any instrument, contract, lease, Permit or other agreement or arrangement of the Combined Business, then, at Buyer's request, Seller shall transfer and assign to Buyer such instrument, contract, lease, Permit or other agreement or arrangement with a disclaimer of any warranties with respect to such assignment.
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Certain Assignments. (a) Buyer and Seller shall use commercially reasonable efforts to obtain each consent necessary to assign any Asset, including the Assumed Contracts, to Buyer, and Buyer and Seller shall use commercially reasonable efforts to obtain all requisite consents under the IDB Leases in order to assign the IDB Leases to Buyer.
(b) Notwithstanding anything Any other provision of this Agreement to the contrary in this Agreementnotwithstanding, this Agreement shall will not constitute an agreement to assign transfer or assign, or a transfer or assignment of, any governmental approvalContract, instrumentpermit, contractsales order or purchase order, lease, Permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom therefrom, if an assignment or attempt at transfer or an attempt assignment thereof, without the consent required or necessary for such assignment, would constitute a breach thereof. Arcade shall, and shall cause its officers, employees and subsidiaries to, use reasonable best commercial efforts and actions as Buyer may reasonably request or as may otherwise be necessary to make put Buyer in actual possession or control of the Acquired Assets, and from time to time following the Closing, Arcade shall execute and deliver, or cause to be executed and delivered, to Buyer such an assignment other instruments of conveyance and transfer as Buyer may reasonably request or as may be otherwise necessary to more effectively convey and transfer to, and vest in, Buyer and put Buyer in possession of, any part of the Acquired Assets. In the case of licenses, certificates, approvals, authorizations, agreements, Contracts, leases, easements and other commitments included in the Acquired Assets and (a) which cannot be transferred or assigned effectively without the consent of a third party or Authority (as hereinafter defined) would constitute a breach or violation thereof or affect adversely the right of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease, Permit or other agreement or arrangement that requires the Third Parties which consent of a third party or Authority 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 Buyer shall continue to use all commercially reasonable 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 Buyer in any lawful or economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such instrument, contract, lease, Permit or other agreement or arrangement, including, without limitation, performance by Seller as agent, if economically feasible; provided that if Buyer shall receive the interest of Seller in the benefits under any such instrument, contract, lease, Permit or other agreement or arrangement prior to such time as consent or approval has been obtained, Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Notwithstanding the foregoing, if any consent or approval has not been obtained as prior to the Closing, each Party will reasonably cooperate with the other Party at its request in endeavoring to obtain such consent promptly after the Closing, and if any such consent is unobtainable, Arcade will use its reasonable best commercial efforts to assist Buyer in securing the benefits thereof in some other manner, or (b) which are otherwise not transferable or assignable, each Party will reasonably cooperate with the other Party and Arcade will use its reasonable best commercial efforts to secure Buyer the benefits thereof in some other manner (including the exercise of the Closing with respect rights of Arcade thereunder). For the purposes of this Section 5.6, the term “reasonable best commercial efforts” shall not be deemed to require any instrument, contract, lease, Permit Person to pay or other agreement commit to pay any amount to (or arrangement of the Combined Business, then, at Buyer's request, Seller shall transfer and assign to Buyer such instrument, contract, lease, Permit incur any obligation in favor of) any Person from whom any consent or other agreement or arrangement with a disclaimer of any warranties with respect to such assignmentwaiver may be required.
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Sources: Asset Purchase Agreement (Alj Regional Holdings Inc)