Common use of Certain Consents Clause in Contracts

Certain Consents. 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 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 reasonable best efforts to obtain any such 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, to the 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 obtain for the Purchaser the benefits thereunder, and Seller 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. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.

Certain Consents. 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 material 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 reasonable best good faith efforts to obtain any such 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, to the 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 obtain for the Purchaser the benefits thereunder, and Seller 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. Purchaser The obligation of Seller hereunder shall continue to have the not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performanceaccordance with the terms thereof, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.

Certain Consents. 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, Nothing in this Agreement shall not constitute be construed as an agreement attempt to assign any Contract or Governmental Authorization included in the same if 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 attempted assignment would constitute a breach thereof incident of the assignments provided for by this Agreement, without an applicable Legal Approval or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possibleConsent. If any such consent 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 obtained Retained Assets and Seller Liabilities, respectively), or if any attempted assignment would be ineffective or would impair Purchaser(ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's rights 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 Acquired Asset direction of Buyer, in question so 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 Purchaser would not in effect acquire 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 rights, Seller, other actions prior to the maximum extent permitted by law and the specific Acquired Asset and or at Seller's expense, shall act after the Closing as Purchaser's agent in order are necessary to obtain for the Purchaser the benefits thereunder, enable Seller to convey or assign valid title to all Contracts and Seller shall cooperate, Governmental Authorizations 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. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing DateBuyer.

Certain Consents. To the extent that Seller's rights under any agreement, Assumed Contract, commitment, lease, Permit, Real Property Lease or other Acquired Purchased Asset to be assigned to Purchaser 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 important material to the ownership, use or disposition by Purchaser Buyer of an Acquired a Purchased 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, Seller shall use its reasonable best good faith efforts to obtain any 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 such necessary consent not identified on Schedule 3.3 shall not be obtained or if any attempted assignment thereof would be ineffective or would impair PurchaserBuyer's rights under the Acquired Asset Purchased Assets in question so that Purchaser Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expensePurchased Asset, shall act after the Closing as PurchaserBuyer's agent in order to obtain for the Purchaser Buyer the benefits thereunder, and Seller shall be responsible for its out-of-pocket costs with respect to such action. Furthermore, Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Purchased Assets, with Purchaser Buyer in any other reasonable arrangement designed to provide such benefits to PurchaserBuyer in respect of any necessary consent not identified on Schedule 3.3, including any sublease or subcontract or similar arrangement. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.

Certain Consents. To the extent that Seller's 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 important material 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 each Seller, at its expense, shall use its reasonable best good faith efforts to obtain any such required consent(s) as promptly as possible. If any such necessary 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, SellerSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller 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. Purchaser The obligation of Sellers hereunder shall continue to have the not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(bSECTION 13.1(B) hereof if any condition Sellers shall not have obtained the consents identified on SCHEDULE 4.5 in Article 8 becomes impossible of performanceaccordance with the terms hereof, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date. Notwithstanding the forgoing, Purchaser, and not Sellers, shall be responsible for any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to this SECTION 4.5.

Certain Consents. Nothing in this Agreement shall be construed as an agreement to assign any contract, agreement, permit, franchise, right or claim included in the Purchased Assets which is by its terms or in law nonassignable, or is not assignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). Buyer shall reasonably cooperate with Sellers in their effort to obtain any such consent, including without limitation providing its financial statements to the other party to the applicable contract or agreement subject to a confidentiality agreement and using its commercially reasonable efforts to obtain surety bonds with respect to the applicable contract or agreement; provided, that the parties acknowledge that Buyer may not be able to obtain such bonds until after the Closing. To the extent that Seller's rights under any agreementsuch consent or approval in respect of, Contractor an novation of, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may a Non-Assignable Contract shall not be assigned without the consent of another person which has not have been obtained prior to on or before the Closing Date, the parties shall use their commercially reasonable efforts and which is important shall cooperate in any reasonable arrangement, to the ownershipextent permitted by law, use or disposition by Purchaser to assure the Buyer the benefits of an Acquired Assetsuch Non-Assignable Contract and to allow Buyer to perform Sellers' obligations under such Non-Assignable Contract to the extent arising after the Effective Time. To the extent lawful and reasonable under the circumstances, this Agreement shall not constitute an agreement to assign including 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 obtaining of any such required consent(s) as promptly as possible. If any such necessary consent or approval after the Closing (provided that Sellers and their Affiliates shall not be obtained required to pay any money or if any attempted assignment would be ineffective other consideration in excess of nominal amounts to effect such consent or would impair Purchaser's rights approval), Sellers, at the request and under the Acquired Asset in question so direction of Buyer, shall take all reasonable actions to assure that Purchaser would not in effect acquire the rights of the Sellers under the Non-Assignable Contracts shall be preserved for the benefit of and delivered to the Buyer. Nothing in this Section shall in any way diminish Parent's and Sellers' obligations hereunder to obtain all consents and approvals (except for the Purchase Order Consents) and to take all such rights, Seller, other actions prior to the maximum extent permitted by law and the specific Acquired Asset and or at Seller's expense, shall act after the Closing as Purchaser's agent in order are necessary to obtain for enable Sellers to convey or assign valid title to all the Purchaser the benefits thereunder, and Seller shall cooperate, Purchased Assets 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. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing DateBuyer.

Certain Consents. To the extent that Seller's 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 important material 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 each Seller, at its expense, shall use its reasonable best good faith efforts to obtain any such required consent(s) as promptly as possible. If any such necessary 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, SellerSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller 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. Purchaser The obligation of Sellers hereunder shall continue to have the not be in limitation of Purchaser's right to terminate this Agreement as provided in Section SECTION 13.1(b) hereof if any condition Sellers shall not have obtained the consents identified on SCHEDULE 4.5 in Article 8 becomes impossible of performanceaccordance with the terms hereof, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date. Notwithstanding the forgoing, Purchaser, and not Sellers, shall be responsible for any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to this SECTION 4.5.

Certain Consents. To the extent that Seller's 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 reasonable best efforts to obtain any such 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, to the 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 obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or sublease, subcontract or similar arrangement. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.

Certain Consents. 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 material 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 reasonable best good faith efforts to obtain any such 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, to the 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 obtain for the Purchaser the benefits thereunder, and Seller 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. Purchaser The obligation of Seller hereunder shall continue to have the not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performanceaccordance with the terms thereof, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.

Certain Consents. To the extent that Seller's the rights of Seller under any ----------------- agreement, Contract, Telephone Contract, commitment, lease, Permit, Real Property Lease 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 reasonable best efforts to obtain any such 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, to the 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 obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or sublease, subcontract or similar arrangement. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.

Certain Consents. 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 material 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, Seller shall use its reasonable best good faith efforts to obtain any such required consent(s) as promptly as possible. Notwithstanding the preceding sentence, Seller shall not be obligated to obtain any consent required under the LaFrxxxx Xxxeement. If any such necessary 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, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expenseAsset, shall act after the Closing as Purchaser's agent in order to 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 law and the specific Acquired Assets Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. Purchaser Purchaser, and not Seller, shall continue be responsible for any amounts that may become due or other obligations that may arise as a result of Seller's actions pursuant to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date4.3.

Certain Consents. To the extent that Seller's rights under any The Disclosure Schedule identifies each agreement, Contractcontract, commitment, lease, Permit, Real Property Lease permit or other Acquired Asset similar asset to be assigned to Purchaser hereunder the Company in the Reorganization or to the Buyer as a Xxxxxxx Pocono Asset pursuant to this Agreement which may not be assigned hereunder without the consent of another person or written notice being given to another person. Delivery of the consents listed on Exhibit E (being consents necessary to the assignment of any Site Leases that individually account for more than 1% of the Pocono Business' revenues but excluding any requirement which consists solely of prior written notice of transfer) by Xxxxxxx to the Buyer is a condition to the obligation of the Buyer to consummate the transactions contemplated hereunder. With respect to any consent not obtained at or prior to Closing, Buyer may waive such condition and, with respect to the agreement, contract, permit or similar asset for which consent has not been obtained prior to the Closing Date, and which is important to the ownership, use or disposition by Purchaser of an Acquired Assetcontained, this Agreement shall not constitute an agreement to assign the same if an attempted or actual assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such 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 Xxxxxxx and the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, SellerBuyer, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expenseany terms of or limitations relating to such asset, shall act after the Closing as Purchaser's agent in order use their reasonable best efforts to obtain for the Purchaser Buyer the benefits thereunder, and Seller shall cooperate, cooperate to the maximum extent permitted by law and the specific Acquired Assets with Purchaser any terms of or limitations relating to such asset, in any other reasonable arrangement designed to provide such benefits to Purchaserthe Buyer, including any sublease or subcontract or similar arrangement. Purchaser , and if the Buyer has obtained such benefits, the Buyer shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to discharge Matthew's obligations thereunder arising from and after the Closing Date, except for those obligations arising because of Matthew's breach.

Certain Consents. To Except for the consent of CUE to the assignment to Purchaser of the CUE Regional Affiliate Agreement, the receipt of which is a condition precedent to the obligations of Purchaser hereunder, to the extent that Seller's the rights of Seller under any agreement, Contract, commitment, lease, Permit, Real Property 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 reasonable best efforts to obtain any such 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 materially 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, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall shall, at its expense, act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets Assets, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or sublease, subcontract or similar arrangement. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior Notwithstanding anything to the Closing Datecontrary stated herein, in using its best efforts to obtain any such consent or in acting as Purchaser's agent after the Closing, Seller shall not be required to pay other than nominal amounts to third parties.

Certain Consents. To the extent that Seller's rights under any agreement, Assigned Contract, commitment, lease, Permit, Real Property 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 which, in Purchaser's opinion, is 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 SellerSeller and Shareholder, at its their expense, shall use its their respective commercially reasonable best efforts to obtain any such 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, SellerSeller and 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 Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller 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. Purchaser The obligation of Seller and Shareholder hereunder shall continue to have the not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performanceaccordance with the terms thereof, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.