Common use of Certain Consents Clause in Contracts

Certain Consents. Nothing in this Agreement shall be construed as an attempt to transfer the rights or obligations under any contract, agreement, Permit, franchise or claim of the Company that are by 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 Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Buyer 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 agrees that on and after the Closing Date, it will, at the request and under the direction of Buyer, take all reasonable action (including 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, Permits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt of the consideration to be received by the Company in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Nothing in this Section 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 the Purchased Assets to Buyer 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 transfer the rights or obligations under assign any contract, agreement, Permitpermit, franchise or claim of the Company Business that are is by their 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 Buyer Netzee as an incident of the assignments provided for by this Agreement. In order, however, order to provide Buyer Netzee with the full realization and value of every contract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentencesentence and which are part of the Purchased Assets, the Company agrees that Sellers on and after the Second Closing Date, it Date will, at the reasonable request and under of Netzee, in the direction name of Buyerany of the Sellers or otherwise as Netzee shall reasonably specify, take all commercially reasonable action (including 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 (ia) to assure that the rights of the Company Sellers under such contracts, agreements, Permitspermits, franchises and claims shall be preserved for the benefit of Buyer Netzee and (iib) to facilitate receipt of the consideration to be received by the Company in and Sellers under every such contract, agreement, Permitpermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered toto Netzee; provided, Buyerin either case, that Netzee reasonably cooperates with the Sellers and promptly reimburses the Sellers for all payments required to be made by the Sellers in connection therewith. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company and Shareholder 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 Buyer free and clear of any and all Encumbrances other than Permitted EncumbrancesNetzee.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to transfer the rights or obligations under assign any contract, agreement, Permit, franchise franchise, or claim of included in the Company that are Transferred Assets which is by their 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 Buyer Transferees as an incident of the assignments provided for by this Agreement. In order, however, to provide Buyer Transferees 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 Transferor agrees that on and after the Closing DateClosing, it they will, at the request and under the direction of BuyerTransferees, in the name of Transferor or otherwise as Transferees shall specify take all reasonable action (including without limitation the appointment of Buyer the appropriate Transferee as attorney-in-fact for the CompanyTransferor) and do or cause to be done all such things as shall in the opinion of Buyer Transferees or its their counsel be necessary or proper (i) to assure that the rights of the Company Transferor under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Buyer Transferees and (ii) to facilitate receipt of the consideration to be received by the Company Transferor in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, BuyerTransferees. Nothing in this Section shall in any way diminish the obligation of the Company and Shareholder 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 Buyer free and clear of any and all Encumbrances other than Permitted EncumbrancesTransferees.

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to transfer the rights or obligations under assign any contractContract, agreement, Permitpermit, franchise or claim of included in the Company that are Purchased Assets which is by their 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 Buyer as an incident of the assignments assignment provided for by this Agreement. In order, however, to provide Buyer with the full realization and value of every contractContract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentence, the Company agrees that on and Seller after the Closing Date, it willshall, at the request and under the direction of BuyerBuyer in the name of Seller or otherwise as Buyer shall specify, take all reasonable action (including without limitation the appointment of Buyer as attorney-in-fact for the CompanySeller) 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 contractsContracts, agreements, Permitspermits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt of the consideration to be received by the Company Seller in and under every such contractContract, agreement, Permitpermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Nothing in this Section shall in any way diminish the Seller's obligation of the Company and Shareholder 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 Buyer free and clear of any and all Encumbrances other than Permitted EncumbrancesBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to transfer the rights or obligations under assign any contract, agreement, Permit, franchise franchise, or claim of included in the Company that are Purchased Assets which is by their 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 Buyer Purchasers as an incident of the assignments provided for by this Agreement. In order, however, to provide Buyer Purchasers 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 agrees Sellers agree that on and after the Closing DateClosing, it they will, at the request and under the direction of BuyerPurchasers, in the name of Sellers or otherwise as Purchasers shall specify take all reasonable action (including without limitation the appointment of Buyer the appropriate Purchaser as attorney-in-fact for the CompanySellers) and do or cause to be done all such things as shall in the opinion of Buyer Purchasers or its their counsel be necessary or proper (i) to assure that the rights of the Company Sellers under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Buyer Purchasers and (ii) to facilitate receipt of the consideration to be received by the Company Sellers in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, BuyerPurchasers. Nothing in this Section shall in any way diminish the obligation of the Company and Shareholder 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 Buyer free and clear of any and all Encumbrances other than Permitted EncumbrancesPurchasers.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to transfer the rights or obligations under assign any contract, agreement, Permit, franchise or claim of the Company Sellers that are is by their 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 Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Buyer 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 agrees Sellers agree that on and after the Closing Date, it they will, at the request and under the direction of Buyer, in the names of Sellers or otherwise as Buyer shall specify, take all reasonable action (including including, without limitation limitation, the appointment of Buyer as attorney-in-fact for the CompanySellers) 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, Permits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt of the consideration to be received by the Company Sellers in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be promptly delivered to, Buyer. Nothing in this Section shall in any way diminish the obligation of the Company and Shareholder 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 Buyer free and clear of any and all Encumbrances other than Permitted EncumbrancesBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to transfer the rights or obligations under assign any contractContract, agreement, Permitpermit, franchise or claim of included in the Company that are Purchased Assets which is by their 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 Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Buyer with the full realization and value of every contractContract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentence, the Company agrees that on and Seller after the Closing DateClosing, it willshall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify take all reasonable action (including without limitation the appointment of Buyer as attorney-in-fact for the CompanySeller) 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 contractsContracts, agreements, Permitspermits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt of the consideration to be received by the Company Seller in and under every such contractContract, agreement, Permitpermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. , Nothing in this Section shall in any way diminish the Seller’s obligation of the Company and Shareholder 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 Buyer free and clear of any and all Encumbrances other than Permitted EncumbrancesBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to transfer the rights or obligations under assign any contract, agreement, Permit, franchise franchise, or claim of included in the Company that are Purchased Assets which is by their 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 Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Buyer 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 agrees Sellers agree that on and after the Closing DateClosing, it will, at the request and under the direction of Buyer, in the name of Sellers or otherwise as Buyer shall specify take all reasonable action (including without limitation the appointment of Buyer as attorney-in-fact for the CompanySellers) 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, Permits, franchises and claims shall be preserved for the benefit of Buyer and (ii) to facilitate receipt of the consideration to be received by the Company Sellers in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. Nothing in this Section shall in any way diminish the obligation of the Company and Shareholder 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 Buyer free and clear of any and all Encumbrances other than Permitted EncumbrancesBuyer.