Common use of Certain Consents Clause in Contracts

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Contract or Governmental Authorization included in the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for the benefit of Buyer, (ii) to facilitate receipt of the consideration to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyer.

Certain Consents. Nothing in To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for the exclusive benefit ofPurchaser the benefits thereunder, and Seller shall be delivered tocooperate, Buyer, to the maximum extent permitted by law and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall the specific Acquired Assets with Purchaser in any way diminish Sellerother reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's obligations hereunder right to obtain all Consents terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or Legal Approvals and to take all such other actions prior to or at the Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerDate.

Certain Consents. Nothing in To the extent that Seller's rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for the exclusive benefit ofPurchaser the benefits thereunder, and Seller shall be delivered tocooperate, Buyerto the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, and (iii) including any sublease or subcontract or similar arrangement. Purchaser shall continue to use its commercially reasonable efforts have the right to obtain such Legal Approvals and Consents terminate this Agreement as soon as reasonably possible after Closing. Nothing provided in this Section 1.11 shall 13.1(b) hereof if any condition in any way diminish Seller's obligations hereunder to obtain all Consents Article 8 becomes impossible of performance, or Legal Approvals and to take all such other actions has not been satisfied in full or previously waived by Purchaser in writing at or prior to or at the Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerDate.

Certain Consents. Nothing in To the extent that Seller's rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for the exclusive benefit ofPurchaser the benefits thereunder, and Seller shall be delivered tocooperate, Buyer, to the maximum extent permitted by law and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall the specific Acquired Assets with Purchaser in any way diminish Sellerother reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's obligations hereunder right to obtain all Consents terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or Legal Approvals and to take all such other actions prior to or at the Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerDate.

Certain Consents. Nothing in To the extent that Seller's rights under any agreement, Assumed Contract, commitment, lease, Permit, or other Purchased Asset to be assigned to Buyer hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Buyer of a Purchased Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller shall use its reasonable good faith efforts to obtain any Contract such required consent(s) as promptly as possible. Buyer shall be responsible for the costs of obtaining consents for the agreements identified on Schedule 3.3, and Seller shall be responsible for the costs of obtaining other consents. If any necessary consent not identified on Schedule 3.3 shall not be obtained or Governmental Authorization included in if any attempted assignment thereof would be ineffective or would impair Buyer's rights under the Purchased Assets in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Purchased Asset, shall act after the Closing as Buyer's agent in order to which all obtain for Buyer the remedies benefits thereunder, and Seller shall be responsible for its out-of-pocket costs with respect to such action. Furthermore, Seller shall cooperate, to the enforcement thereof enjoyed maximum extent permitted by Seller would notlaw and the specific Purchased Assets, as a matter of law, pass with Buyer in any other reasonable arrangement designed to provide benefits to Buyer as an incident in respect of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are necessary consent not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding3.3, Seller shall, at the request and under the direction of Buyer, in the name of Seller including any sublease or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do subcontract or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for the benefit of Buyer, (ii) to facilitate receipt of the consideration to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyersimilar arrangement.

Certain Consents. Nothing in To the extent that Seller's rights under any agreement, Contract, commitment, lease, Permit, or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller shall use its reasonable good faith efforts to obtain any Contract or Governmental Authorization included in such required consent(s) as promptly as possible. Notwithstanding the Purchased Assets and as preceding sentence, Seller shall not be obligated to which all obtain any consent required under the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or ConsentLaFr▇▇▇▇ ▇▇▇eement. If any such Legal Approvals necessary consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset, shall act after the Closing as Purchaser's agent in order to be received obtain for the Purchaser the benefits thereunder, and Purchaser shall reimburse Seller for its out-of-pocket costs with respect to such action. Furthermore, Seller shall cooperate, to the maximum extent permitted by Seller law and the specific Acquired Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. Purchaser, and under every such Contract and Governmental Authorizationnot Seller, which consideration shall be held responsible for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue any amounts that may become due or other obligations that may arise as a result of Seller's actions pursuant to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyer4.3.

Certain Consents. Nothing in To the extent that Sellers' rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and each Seller, at its expense, shall use its reasonable good faith efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals necessary consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (iiSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in SECTION 13.1(b) hereof if Sellers shall not have obtained the consents identified on SCHEDULE 4.5 in accordance with the terms hereof, at or prior to facilitate receipt of the consideration to be received by Seller in Closing Date. Notwithstanding the forgoing, Purchaser, and under every such Contract and Governmental Authorizationnot Sellers, which consideration shall be held responsible for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerSECTION 4.5.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Contract or Governmental Authorization included in To the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure extent that the rights of Seller ---------------- under any agreement, Contract, commitment, lease, Permit, Real Property Lease (as hereinafter defined), or other Acquired Asset to be assigned to Purchaser by Seller hereunder may not be assigned without the consent of another person which has not been obtained prior EXECUTION COPY to the Closing Date, and which is materially important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its best efforts to obtain any such Contracts and Governmental Authorizations required consent(s) as promptly as possible. If any such consent shall not be preserved for obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for Purchaser the exclusive benefit ofbenefits thereunder, and Seller shall be delivered tocooperate, Buyerto the maximum extent permitted by law and the specific Acquired Assets, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall with Purchaser in any way diminish Seller's obligations hereunder other reasonable arrangement designed to obtain all Consents provide such benefits to Purchaser, including any sublease, subcontract or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyersimilar arrangement.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Contract or Governmental Authorization included in To the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure extent that the rights of Seller under any ----------------- agreement, Contract, Telephone Contract, commitment, lease, Permit, Office Lease, or other Acquired Asset to be assigned to Purchaser by Seller hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is materially important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its best efforts to obtain any such Contracts and Governmental Authorizations required consent(s) as promptly as possible. If any such consent shall not be preserved for obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for Purchaser the exclusive benefit ofbenefits thereunder, and Seller shall be delivered tocooperate, Buyerto the maximum extent permitted by law and the specific Acquired Assets, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall with Purchaser in any way diminish Seller's obligations hereunder other reasonable arrangement designed to obtain all Consents provide such benefits to Purchaser, including any sublease, subcontract or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyersimilar arrangement.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Contract or Governmental Authorization included in the Purchased Assets and as to which all the remedies Except for the enforcement thereof enjoyed by Seller would not, as a matter consent of law, pass CUE to Buyer as an incident the assignment to Purchaser of the assignments provided for by this CUE Regional Affiliate Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option receipt of electing either which is a condition precedent to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller LiabilitiesPurchaser hereunder, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure extent that the rights of Seller under any agreement, Contract, commitment, Permit, or other Acquired Asset to be assigned to Purchaser by Seller hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is materially important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its best efforts to obtain any such Contracts and Governmental Authorizations required consent(s) as promptly as possible. If any such consent shall not be preserved for obtained or if any attempted assignment would be ineffective or would materially impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall, at its expense, act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for Purchaser the exclusive benefit ofbenefits thereunder, and Seller shall be delivered tocooperate, Buyerto the maximum extent permitted by law and the specific Acquired Assets, and (iii) continue with Purchaser in any other reasonable arrangement designed to use provide such benefits to Purchaser, including any sublease, subcontract or similar arrangement. Notwithstanding anything to the contrary stated herein, in using its commercially reasonable best efforts to obtain any such Legal Approvals and Consents consent or in acting as soon as reasonably possible Purchaser's agent after the Closing. Nothing in this Section 1.11 , Seller shall in any way diminish Seller's obligations hereunder not be required to obtain all Consents or Legal Approvals and pay other than nominal amounts to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyerthird parties.

Certain Consents. Nothing in To the extent that Sellers' rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and each Seller, at its expense, shall use its reasonable good faith efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals necessary consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (iiSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in SECTION 13.1(B) hereof if Sellers shall not have obtained the consents identified on SCHEDULE 4.5 in accordance with the terms hereof, at or prior to facilitate receipt of the consideration to be received by Seller in Closing Date. Notwithstanding the forgoing, Purchaser, and under every such Contract and Governmental Authorizationnot Sellers, which consideration shall be held responsible for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerSECTION 4.5.

Certain Consents. Nothing in To the extent that Sellers' rights under any Acquired Asset (including, without limitation, the leases listed on Disclosure Schedule 4.12(b) and the Liquor Licenses) to be transferred or assigned to Buyer hereunder may not be transferred or assigned without the consent of another Person, which consent has not been obtained prior to the Closing Date, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Sellers, at their expense, shall use their reasonable best efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted transfer or more of such assignments and not assume the obligations and liabilities under any one assignment would be ineffective or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Buyer's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as question so that Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of all such rights, Sellers, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' expense, shall act after the Closing as Buyer's agent in order to obtain for the Buyer the benefits thereunder, and Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer, (ii) to facilitate receipt of the consideration to be received by Seller in and under every such Contract and Governmental Authorizationincluding any sublease, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents subcontract or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyersimilar arrangement.

Certain Consents. Nothing To the extent that Seller's rights under any Assigned Contract, Permit or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which, in Purchaser's opinion, is important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign any Contract the same if an attempted assignment would constitute a breach thereof or Governmental Authorization included in the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller would notbe unlawful, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shallShareholder, at the request and under the direction of Buyertheir expense, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for the benefit of Buyer, (ii) to facilitate receipt of the consideration to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its their respective commercially reasonable efforts to obtain any such Legal Approvals required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller and Consents Shareholder, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's and Shareholder's expense, shall act after the Closing as soon as reasonably possible after Closing. Nothing Purchaser's agent in this Section 1.11 order to obtain for Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any way diminish Sellerother reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller and Shareholder hereunder shall not be in limitation of Purchaser's obligations hereunder right to obtain all Consents terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or Legal Approvals and to take all such other actions prior to or at the Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerDate.