Common use of Certain Consents Clause in Contracts

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permit, franchise or claim of the Company that is by its terms or in law nonassignable 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 the Company would not, as a matter of law, pass to the Purchaser as an incident of the assignments provided for by this Agreement. In order to provide the Purchaser with the full realization and value of every contract, agreement, permit, franchise and claim of the character described in the immediately preceding sentence, the Company on and after the Closing Date will, at the reasonable request and under the direction of the Purchaser, in the name of the Company or otherwise as the Purchaser shall specify, take all reasonable action (a) to assure that the rights of the Company under such contracts, agreements, permits, franchises and claims shall be preserved for the benefit of the Purchaser, (b) to facilitate receipt of the consideration to be received by the Company under every such contract, agreement, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closing. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company to convey or assign valid title to all the Purchased Assets to the Purchaser.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Company that Purchased Assets which is by its terms or in law nonassignable 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 the Company Seller would not, as a matter of law, pass to the Purchaser as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, the Company Seller agrees that on and after the Closing Date Closing, it will, provided that Purchaser and Seller split equally any out of pocket expenses at the reasonable request and under the direction of the Purchaser, in the name of the Company Seller or otherwise as the Purchaser shall specify, specify take all reasonable action (aincluding without limitation the appointment of Purchaser as attorney-in-fact for Seller) and do or cause to be done all such things as shall in the opinion of Purchaser or its counsel be necessary or proper to assure that the rights of the Company Seller under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of the Purchaser, (b) to facilitate receipt . Seller's out of the consideration to be received by the Company pocket expenses required under every such contract, agreement, permit, franchise and claim, which consideration this Section 2.11 shall be held for the benefit of, and shall be delivered limited to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closing$7,500. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company Seller's obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company Seller to convey or assign valid title to all the Purchased Assets to the Purchaser.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign transfer the rights or obligations under any contract, agreement, permitPermit, franchise or claim of the Company that is are by its their terms or in law nonassignable 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 the Company would not, as a matter of law, pass to the Purchaser Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser Buyer with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence, the Company agrees that on and after the Closing Date Date, it will, at the reasonable request and under the direction of the Purchaser, in the name of the Company or otherwise as the Purchaser shall specifyBuyer, take all reasonable action (aincluding without limitation the appointment of Buyer as attorney-in-fact for the Company) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Company under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of the Purchaser, Buyer and (bii) to facilitate receipt of the consideration to be received by the Company in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closingto, Buyer. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company and Shareholder hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company to convey or assign valid title to all the Purchased Assets to the PurchaserBuyer free and clear of any and all Encumbrances other than Permitted Encumbrances.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Company that Purchased Assets which is by its terms or in law nonassignable 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 the Company Sellers would not, as a matter of law, pass to the Purchaser Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser Buyer with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence, the Company Sellers agree that on and after the Closing Date Closing, it will, at the reasonable request and under the direction of the PurchaserBuyer, in the name of the Company Sellers or otherwise as the Purchaser Buyer shall specify, specify take all reasonable action (aincluding without limitation the appointment of Buyer as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Company Sellers under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of the Purchaser, Buyer and (bii) to facilitate receipt of the consideration to be received by the Company Sellers in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closingto, Buyer. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company Sellers to convey or assign valid title to all the Purchased Assets to the PurchaserBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreementContract, permit, franchise or claim of included in the Company that Purchased Assets which is by its terms or in law nonassignable 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 the Company Seller would not, not as a matter of law, pass to the Purchaser Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser Buyer with the full realization and value of every contract, agreementContract, permit, franchise and claim of the character described in the immediately preceding sentence, the Company on and Seller after the Closing Date willClosing, shall, at the reasonable request and under the direction of the PurchaserBuyer, in the name of the Company Seller or otherwise as the Purchaser Buyer shall specify, specify take all reasonable action (aincluding without limitation the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Company Seller under such contracts, agreementsContracts, permits, franchises and claims shall be preserved for the benefit of the Purchaser, Buyer and (bii) to facilitate receipt of the consideration to be received by the Company Seller in and under every such contract, agreementContract, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closing. to, Buyer, Nothing in this Section 1.7 shall in any way diminish the Seller’s obligation of the Company hereunder to obtain all consents and approvals and to take all such other actions prior to or at the Closing as are necessary to enable the Company Seller to convey or assign valid title to all the Purchased Assets to the PurchaserBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permit, franchise or claim of the Company Business that is by its terms or in law Law nonassignable 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 one or more of the Company Sellers would not, as a matter of law, pass to the Purchaser Netzee as an incident of the assignments provided for by this Agreement. In order to provide the Purchaser Netzee with the full realization and value of every contract, agreement, permit, franchise and claim of the character described in the immediately preceding sentencesentence and which are part of the Purchased Assets, the Company Sellers on and after the Second Closing Date will, at the reasonable request and under the direction of the PurchaserNetzee, in the name of any of the Company Sellers or otherwise as the Purchaser Netzee shall reasonably specify, take all commercially reasonable action (a) to assure that the rights of the Company Sellers under such contracts, agreements, permits, franchises and claims shall be preserved for the benefit of the Purchaser, Netzee and (b) to facilitate receipt of the consideration to be received by the Company Sellers under every such contract, agreement, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to Netzee; provided, in either case, that Netzee reasonably cooperates with the Purchaser Sellers and (c) promptly reimburses the Sellers for all payments required to facilitate be made by the collection of any Company Approvals (as defined below) not obtained prior to or at ClosingSellers in connection therewith. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company Sellers hereunder to obtain all consents and approvals and to take all such other actions prior to or at Second Closing as are necessary to enable the Company Sellers to convey or assign valid title to all the Purchased Assets to the PurchaserNetzee.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permit, franchise franchise, or claim of included in the Company that Purchased Assets which is by its terms or in law nonassignable 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 the Company PRGUSA would not, as a matter of law, pass to the Purchaser as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser with the full realization and value of every contract, agreement, permit, franchise and claim of the character described in the immediately preceding sentence, the Company each of PRGUSA and Purchaser agrees that on and after the Closing Date willClosing, at subject to the reasonable request other terms and under conditions of this Agreement and the direction of the PurchaserSubcontractor Agreement, in the name of the Company or otherwise as the Purchaser shall specify, it will take all commercially reasonable action as shall be necessary or proper (a) to assure that the rights of the Company PRGUSA under such contracts, agreements, permits, franchises franchises, and claims shall be preserved for the benefit of the Purchaser, Purchaser and (b) to facilitate receipt of the consideration to be received by the Company PRGUSA in and under every such contract, agreement, permit, franchise franchise, and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closingto, Purchaser. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company or increase PRGUSA's obligations hereunder to obtain all consents and approvals and as elsewhere set forth in this Agreement. Nothing contained in this Section shall require PRGUSA to take all such other actions prior to pay money or at Closing as are necessary to enable the Company to convey or assign valid title to all the Purchased Assets to the Purchaserincur additional liabilities.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Company that Purchased Assets which is by its terms or in law nonassignable 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 the Company Seller would not, as a matter of law, pass to the Purchaser Purchasers as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser Purchasers with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence, the Company Sellers agree that on and after the Closing Date Closing, they will, at the reasonable request and under the direction of the PurchaserPurchasers, in the name of the Company Sellers or otherwise as the Purchaser Purchasers shall specify, specify take all reasonable action (aincluding without limitation the appointment of the appropriate Purchaser as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Purchasers or their counsel be necessary or proper (i) to assure that the rights of the Company Sellers under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of the Purchaser, Purchasers and (bii) to facilitate receipt of the consideration to be received by the Company Sellers in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closingto, Purchasers. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company Sellers to convey or assign valid title to all the Purchased Assets to the PurchaserPurchasers.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Company that Transferred Assets which is by its terms or in law nonassignable 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 the Company Transferor would not, as a matter of law, pass to the Purchaser Transferees as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser Transferees with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence, the Company Transferor agrees that on and after the Closing Date Closing, they will, at the reasonable request and under the direction of the PurchaserTransferees, in the name of the Company Transferor or otherwise as the Purchaser Transferees shall specify, specify take all reasonable action (aincluding without limitation the appointment of the appropriate Transferee as attorney-in-fact for Transferor) and do or cause to be done all such things as shall in the opinion of Transferees or their counsel be necessary or proper (i) to assure that the rights of the Company Transferor under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of the Purchaser, Transferees and (bii) to facilitate receipt of the consideration to be received by the Company Transferor in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closingto, Transferees. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company Transferor's obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company Transferor to convey or assign valid title to all the Purchased Transferred Assets to the PurchaserTransferees.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise or claim of the Company Sellers that is by its terms or in law nonassignable 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 the Company Sellers would not, as a matter of law, pass to the Purchaser Buyer as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser Buyer with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence, the Company Sellers agree that on and after the Closing Date Date, they will, at the reasonable request and under the direction of the PurchaserBuyer, in the name names of the Company Sellers or otherwise as the Purchaser Buyer shall specify, take all reasonable action (aincluding, without limitation, the appointment of Buyer as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Company Sellers under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of the Purchaser, Buyer and (bii) to facilitate receipt of the consideration to be received by the Company Sellers in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be promptly delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closingto, Buyer. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company Sellers hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company Sellers to convey or assign valid title to all the Purchased Assets to the PurchaserBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permitPermit, franchise franchise, or claim of included in the Company that Purchased Assets which is by its terms or in law nonassignable 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 the Company Sellers would not, as a matter of law, pass to the Purchaser Purchasers as an incident of the assignments provided for by this Agreement. In order order, however, to provide the Purchaser Purchasers with the full realization and value of every contract, agreement, permitPermit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, the Company Sellers agrees that on and after the Closing Date Closing, they will, provided that Purchasers and Sellers split equally any out of pocket expenses at the reasonable request and under the direction of the PurchaserPurchasers, in the name of the Company Sellers or otherwise as the Purchaser Purchasers shall specify, specify take all reasonable action (aincluding without limitation the appointment of the appropriate Purchasers as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Purchasers or their counsel be necessary or proper (i) to assure that the rights of the Company Sellers under such contracts, agreements, permitsPermits, franchises and claims shall be preserved for the benefit of the Purchaser, Purchasers and (bii) to facilitate receipt of the consideration to be received by the Company Sellers in and under every such contract, agreement, permitPermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closingto, Purchasers. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company Sellers to convey or assign valid title to all the Purchased Assets to the PurchaserPurchasers.

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to assign any contract, agreementContract, permit, franchise or claim of included in the Company that Purchased Assets which is by its terms or in law nonassignable 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 the Company Seller would not, as a matter of law, pass to the Purchaser Buyer as an incident of the assignments assignment provided for by this Agreement. In order order, however, to provide the Purchaser Buyer with the full realization and value of every contract, agreementContract, permit, franchise and claim of the character described in the immediately preceding sentence, the Company on and Seller after the Closing Date willshall, at the reasonable request and under the direction of the Purchaser, Buyer in the name of the Company Seller or otherwise as the Purchaser Buyer shall specify, take all reasonable action (aincluding the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of the Company Seller under such contracts, agreementsContracts, permits, franchises and claims shall be preserved for the benefit of the Purchaser, Buyer and (bii) to facilitate receipt of the consideration to be received by the Company Seller in and under every such contract, agreementContract, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closingto, Buyer. Nothing in this Section 1.7 shall in any way diminish the Seller's obligation of the Company hereunder to obtain all consents and approvals and to take all such other actions prior to or at the Closing as are necessary to enable the Company Seller to convey or assign valid title to all the Purchased Assets to the PurchaserBuyer.