Common use of Consent of Third Parties Clause in Contracts

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to assign, assume or transfer any Permit, Contract, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of any interest, or assumption by Buyer of any obligation, under any such Permit or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to the Closing Date, subject to Section 5.08, the Parties shall use their reasonable best efforts to obtain any such Consent on or after the Closing Date until such time as such Consent has been obtained, and Seller will reasonably cooperate with Buyer in any lawful arrangement reasonably requested by Buyer to provide that Buyer shall receive the interest of Seller, in the benefits under any such Permit or Contract, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such Consent had been obtained prior to the Closing Date. Buyer shall pay and discharge any and all reasonable and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expenses.

Consent of Third Parties. Notwithstanding anything to the contrary Anything in this Agreement or any Ancillary Agreementto the ------------------------ contrary notwithstanding, neither this Agreement nor any Ancillary Agreement shall not constitute an agreement to assign, assume assign any of the Contracts or transfer any Permit, Contract, Permits or any claim, right, claim or right or any benefit or obligation arising thereunder or resulting therefromtherefrom if an attempted assignment thereof, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent consent of a third party Person thereto, would constitute a breach or other contravention thereof or materially and in any way adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment Seller will use reasonable best efforts to Buyer by Seller obtain the consent of any interest, or assumption by Buyer of any obligation, under the other parties to any such Contract or Permit or Contract that requires for the Consent of a third party assignment thereof to make any assignment or transfer thereof shall be made subject to Buyer. If such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate to achieve a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Date, subject to Section 5.08, the Parties shall use their reasonable best efforts to obtain any such Consent on or ) from and after the Closing Date until in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Seller against a third Person thereto. Seller will pay promptly to Buyer when received all monies received by Seller after the Closing Date under any of the Contracts or any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. In addition, without limiting the foregoing, Buyer agrees that to the extent any of the service agreements listed on Part A of Schedule 3.6(a) that Seller is a party to with respect to Tetra-Chlor, Inc., Liquid Carbonic Industries Corporation, Bio-Lab, Inc. or Fertilizer Acquisition Company III are not assigned to Buyer on the Closing Date as a result of the failure to obtain any required third party consent, Buyer shall assume Seller's obligations thereunder to the same extent as if it would have constituted an Assumed Liability to provide such time services on behalf of Seller as such Consent has been obtainedSeller's subcontractor, and Seller will reasonably cooperate with Buyer in any lawful arrangement reasonably requested by Buyer to provide that Buyer shall receive the interest of Seller, in the benefits enforce its rights under any such Permit or Contract, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer shall undertake to pay or satisfy the corresponding Liabilities service agreements for the enjoyment benefit of such benefit to the extent Buyer would have been responsible therefor hereunder if such Consent had been obtained prior to Buyer. The provisions of this Section 2.7 shall in no way limit the Closing Date. Buyer shall pay and discharge any and all reasonable and documented out-of-pocket costs of Seller condition set forth in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expenses6.1(c).

Consent of Third Parties. Notwithstanding anything On the Closing Date, the Seller is assigning to the contrary in Buyer, and the Buyer is assuming from the Seller, the Assigned Contracts and the Assigned Permits. To the extent that the assignment of all or any portion of any Assigned Contract or Assigned Permit is prohibited by Law, or the terms of any such Assigned Contract or Assigned Permit require the Consent of another party thereto or any other third-party, which Consent has not been obtained, this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall will not constitute an agreement to assign, assume or transfer assign any Permit, Contract, or such Assigned Contract included in the Purchased Assets if an attempted assignment without any claim, right, benefit or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the such Consent of a third party would constitute a breach or violation thereof or materially and adversely affect of Law (the rights or obligations of Buyer thereunder“NonAssignable Contracts”). Any transfer or assignment to Buyer by The Seller of any interestshall, or assumption by Buyer of any obligation, under any such Permit or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to the Closing Date, subject to Section 5.08, the Parties shall use their reasonable best efforts to obtain any such Consent on or after the Closing Date until such time as such Consent has been obtainedClosing, at the request and Seller will reasonably cooperate with Buyer in any lawful arrangement reasonably requested by Buyer under the direction of the Buyer, use reasonable best efforts (a) to provide that the Buyer shall receive with the interest benefits of Sellerand to preserve for the benefit of the Buyer the rights of the Seller under such Non-Assignable Contracts, in which case the benefits under any such Permit or Contract, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer shall will undertake to pay or satisfy the corresponding Liabilities for the enjoyment of under such benefit Non-Assignable Contracts to the extent that the Buyer would have been responsible therefor hereunder after the Closing if such Consent had been obtained, (b) to facilitate receipt of the consideration to be received by the Seller in and under every such Non-Assignable Contract to the extent such consideration is attributable to the provision of goods or services by the Buyer as the operator of the Business following the Closing, which consideration will be held for the benefit of, and will be delivered to, the Buyer, and (c) to seek all Consents not obtained prior to the Closing Dateand take such other actions as are reasonably necessary and reasonably available to the Seller to enable the Seller to convey or assign to the Buyer good and valid title to all of the Purchased Assets free and clear of any and all Encumbrances. Buyer shall pay and discharge The Seller will bear any and all reasonable and documented out-of-pocket costs and expenses of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates seeking to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess Consent respecting the assignment of $100,000 in the aggregate unless Non-Assignable Contracts to the Buyer shall have provided prior written consent with respect to such costs whether before or expensesafter the Closing Date.

Consent of Third Parties. Notwithstanding anything Anything in this Agreement to the contrary in notwithstanding, this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall not constitute an agreement to assignassign any Asset (including, assume or transfer without limitation, any Permit, Contract, Commerce Agreement or any claim, right, interest of Commerce in any Commerce Permit) or any claim or right or any benefit or obligation arising thereunder or resulting therefromtherefrom if such assignment, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent consent of a third party thereto, would constitute a breach thereof or materially and other contravention of such Asset or in any way adversely affect the rights or obligations of Buyer Cygne thereunder. Any transfer Each of Commerce, the Members and Cygne will use their best efforts (but without any payment of money or assignment to Buyer by Seller incurrence of any interestadditional liability by them except to the extent the terms of any Commerce Agreement requires Commerce to pay or incur any costs in connection with an assignment of such agreement, in which case Commerce shall pay such costs) to obtain the consent of the other parties to any such Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Cygne as Cygne may request. If such consent is not obtained, or assumption by Buyer if an attempted assignment thereof would be ineffective or would adversely affect the rights of any obligationCygne thereunder so that Cygne would not in fact receive all such rights, under any such Permit Commerce and Cygne will cooperate in a mutually agreeable arrangement, including sub-contracting, sub-licensing or Contract that requires the Consent of a third party sub-leasing to make any assignment or transfer thereof shall be made subject Cygne, designed to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to the Closing Date, subject to Section 5.08, the Parties shall use their reasonable best efforts to obtain any such Consent on or provide Cygne after the Closing Date until such time as such Consent has been obtainedwith the benefits intended to be assigned to Cygne with respect to the underlying Asset, and Seller will reasonably cooperate with Buyer in any lawful arrangement reasonably requested by Buyer to provide that Buyer shall receive the interest of Seller, including in the benefits under case of any Asset that is a Commerce Agreement, enforcement of rights thereunder at the cost and for the account of Cygne, and, provided Cygne receives all such Permit or Contractbenefits, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer Cygne shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of any liabilities with respect to such benefit Commerce Agreement as and when they are due, to the extent Buyer Cygne would have been responsible therefor hereunder if such Consent consent or approval had been obtained prior obtained. Nothing in this Section 1.7 shall be deemed a waiver by Cygne of its right to have received on or before the Closing Date. Buyer an effective assignment of all the Assets, nor shall pay and discharge any and all reasonable and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including 1.7 be deemed to constitute an agreement to exclude from the Assets any and all payments made by Seller or any of its Affiliates to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred assets described in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expenses1.1.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement or any Ancillary Agreement, neither shall be construed as an attempt by the Company to assign to the Buyer pursuant to this Agreement nor any Ancillary Agreement shall constitute an agreement to assign, assume or transfer any Permit, Contract, permit, franchise, claim or any claim, right, benefit asset included in the Purchased Assets that is by its terms or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof by law nonassignable without the Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller consent of any interestother party or parties, unless such consent or approval shall have been given, or assumption as to which all the remedies for the enforcement thereof available to the Company would not by law pass to the Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent that any obligationSeller Required Consent in respect of, under any such Permit or a novation of, a Non-Assignable Contract that requires the Consent of which is a third party to make any assignment contract listed on SCHEDULE 4.3 (a "Material Non-Assignable Contract") shall not have been obtained on or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to before the Closing Date, subject the Buyer may elect to Section 5.08proceed with the Closing, in which case, the Parties Company shall continue to use their reasonable best efforts to obtain any such Seller Required Consent on or novation in respect of such Material Non-Assignable Contract after the Closing Date until such time as such Consent has it shall have been obtained, and Seller will reasonably the Company shall cooperate with the Buyer in any lawful economically feasible arrangement reasonably requested by Buyer to provide that the Buyer shall receive the interest of Seller, the Company in the benefits under any such Permit or Non-Assignable Material Contract, including sublicensing, subcontracting or performance by Seller the Company as agent; providedagent if economically feasible, however, provided that the Buyer shall undertake to pay or satisfy the corresponding Liabilities for under the enjoyment terms of such benefit Non-Assignable Material Contract to the extent that the Buyer would have been responsible therefor hereunder if such Consent consent or approval had been obtained prior obtained. The Company shall pay and discharge, and shall indemnify and hold harmless the Buyer and its Affiliates from and against, any and all out-of- pocket costs of seeking to obtain or obtaining any such Seller Required Consent in respect of such Material Non-Assignable Contract whether before or after the Closing Date. Nothing contained in this SECTION 2.6 or elsewhere in this Agreement shall be deemed a waiver by the Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of the Company to obtain all of the Seller Required Consents in respect of such Material Non-Assignable Contract, nor shall pay and discharge any and all reasonable and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller SECTION 2.6 or any other provision of its Affiliates this Agreement be deemed to obtain constitute an agreement to exclude from the Purchased Assets any such Consents; provided, that, Buyer shall not Contracts as to which a Seller Required Consent may be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expensesnecessary.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement shall be construed as an attempt by Xxxxxxxx or any Ancillary Agreement, neither the Transferring Entities to assign to HoldCo pursuant to this Agreement nor any Ancillary Agreement shall constitute an agreement to assignContract, assume or transfer any Governmental Permit, Contractfranchise, claim or asset included in the Xxxxxxxx Contributed Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if as to which all the assignment or transfer remedies for the enforcement thereof available to Xxxxxxxx or the attempt Transferring Entities would not by Law pass to make HoldCo as an assignment or transfer thereof without incident of the Consent of assignments provided for by this Agreement (a third party would constitute a breach thereof or materially and adversely affect "Non-Assignable Contract"). To the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of extent that any interestconsent in respect of, or assumption by Buyer of any obligationa novation of, under any such Permit or a Non-Assignable Contract that requires the Consent of a third party has not been obtained, Xxxxxxxx shall continue to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to the Closing Date, subject to Section 5.08, the Parties shall use their commercially reasonable best efforts to obtain any such Consent on consent or after the Closing Date novation until such time as such Consent has it shall have been obtained, and Seller will reasonably Xxxxxxxx shall use commercially reasonable efforts to cooperate with Buyer in any lawful arrangement reasonably requested by Buyer HoldCo to provide that Buyer HoldCo shall receive the interest of Seller, Xxxxxxxx or the Transferring Entities in the benefits under any such Permit or Contract, Non-Assignable Contract including sublicensing, subcontracting or performance by Seller Xxxxxxxx or the Transferring Entities as agent; providedagent if commercially reasonable, however, provided that Buyer HoldCo shall undertake to pay or satisfy the corresponding Liabilities for under the enjoyment terms of such benefit Non-Assignable Contract to the extent Buyer that HoldCo would have been responsible therefor hereunder if such Consent consent or approval had been obtained prior obtained. If, despite such efforts, Xxxxxxxx or the Transferring Entities are unable to provide HoldCo with the Closing Date. Buyer shall pay and discharge any and all reasonable and documented out-of-pocket costs interest of Seller Xxxxxxxx or the Transferring Entities in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates to obtain the benefits under any such Consents; providedNon-Assignable Contract, that, Buyer such Non-Assignable Contract shall not be obligated included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the Xxxxxxxx Assumed Liabilities, in each case until such time as Xxxxxxxx or the Transferring Entities are able to reimburse Seller provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expensesNon-Assignable Contract.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary This Agreement shall not constitute an agreement to assignassign any Acquired Asset (including, assume without limitation, any Contract or transfer any Permit, Contract, Lease) or any claim, right, claim or right or any benefit or obligation arising thereunder or resulting therefromtherefrom if such assignment, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent consent of a third party thereto, would constitute a breach thereof or materially and other contravention of such Acquired Asset or in any way adversely affect the rights or obligations of the Buyer thereunder. Any transfer Except as may otherwise be set forth in §5(j) above and §6(h) below, each Party will use its commercially reasonable efforts (but without any payment of money in excess of the Expense Cap, unless required under the terms and conditions of the specific Contract or assignment to Buyer by Seller Lease being assigned, or the incurrence of any interestadditional liability) to obtain the consent of the other parties to any such Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Buyer as Buyer may request. Except as may otherwise be set forth in §5(j) above and §6(h) below, if such consent is not obtained, or assumption by if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Buyer of any obligationthereunder so that the Buyer would not in fact receive all such rights, under any such Permit then Acquired Asset Entities and the Buyer will cooperate in a mutually agreeable arrangement, including sub-contracting, sub-licensing, or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior sub-leasing to the Closing DateBuyer, subject designed to Section 5.08, provide the Parties shall use their reasonable best efforts to obtain any such Consent on or Buyer after the Closing Date until with the benefits intended to be assigned to the Buyer with respect to the underlying Acquired Asset, including in the case of any Acquired Asset that is a Contract, enforcement of rights thereunder at the cost and for the account of the Buyer, and, provided that the Buyer receives all such time as such Consent has been obtainedbenefits, and Seller will reasonably cooperate with Buyer in any lawful arrangement reasonably requested by Buyer to provide that the Buyer shall receive the interest of Seller, in the benefits under any such Permit or Contract, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer shall undertake to pay or satisfy the corresponding any Assumed Liabilities for the enjoyment of with respect to such benefit Contract as and when they are due, to the extent Buyer would have been responsible therefor hereunder if such Consent consent or approval had been obtained prior obtained. Nothing in this §6(f) shall be deemed a waiver by the Buyer of its right to have received on or before the Closing Datean effective assignment of all the Acquired Assets as a condition to Closing under §7(a) hereof. Buyer If there shall pay be any conflict between this §6(f) and discharge any the specific provisions of §5(j) above and all reasonable §6(h) below, the provisions of §5(j) above and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates to obtain any such Consents; provided, that, Buyer §6(h) below shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expensescontrol.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement shall be construed as an attempt or agreement to assign any asset, contract, lease, permit, license or other right which would otherwise be included in the Purchased Assets but which is by its terms or by law non-assignable without the consent of the other party or parties thereto or any Ancillary AgreementGovernmental Authority unless such consent shall have been given, neither or as to which all the remedies for the enforcement thereof enjoyed by any Transferor or the Business would not, as a matter of law, pass to any Transferee as an incident of the assignments provided for by this Agreement nor (the "NON-ASSIGNABLE ASSETS"). Each Transferor agrees to use Reasonable Efforts to obtain such consent or consents promptly. At such time as any Ancillary Agreement shall constitute an agreement to assign, assume or transfer any Permit, Contract, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of any interest, or assumption by Buyer of any obligation, under any such Permit or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent Non-Assignable Asset is not obtained prior properly assigned to the Closing Dateappropriate Transferee, subject to Section 5.08, the Parties such Non-Assignable Asset shall use their reasonable best efforts to obtain any such Consent on or after become a Purchased Asset. Following the Closing Date and until such time as such Consent has been obtainedNon-Assignable Assets may be properly assigned to the appropriate Transferee, such Non-Assignable Assets shall be held in trust for the appropriate Transferee and the covenants and obligations thereunder shall be performed by the appropriate Transferee in the name of the Transferor, and Seller will all benefits and obligations existing thereunder shall be for the account of the appropriate Transferee. During such period, the Transferor shall take or cause to be taken such action in its name or otherwise as the appropriate Transferee may reasonably cooperate with Buyer in any lawful arrangement reasonably requested by Buyer request, at the appropriate Transferee's expense, so as to provide that Buyer the appropriate Transferee with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration to become due and payable under the Non-Assignable Assets, and the Transferor shall promptly pay over to the appropriate Transferee all money or other consideration received by it (or its Affiliates) in respect of all Non-Assignable Assets. Following the Closing, the Transferor authorizes the appropriate Transferee, to the extent permitted by applicable law and the terms of the Non-Assignable Assets, at the appropriate Transferee's expense, to perform all of the obligations and receive the interest all of Seller, in the benefits under any such Permit or Contract, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer shall undertake the Non-Assignable Assets and appoints the appropriate Transferee its attorney-in-fact to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such Consent had been obtained prior to the Closing Date. Buyer shall pay act in its name on its behalf (and discharge any and all reasonable and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any on behalf of its Affiliates to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller Affiliates) with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expensesthereto.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement or any Ancillary Agreement, neither shall be construed as an attempt by BAM to assign to OpCo pursuant to this Agreement nor any Ancillary Agreement shall constitute an agreement to assignContract, assume or transfer any Governmental Permit, Contractfranchise, claim or asset included in the BAM Contributed Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to BAM would not by Law pass to OpCo as an incident of the assignments provided for by this Agreement (a "Non- Assignable Contract"). To the extent that any claim, right, benefit or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of any interestconsent in respect of, or assumption by Buyer of any obligationa novation of, under any such Permit or a Non-Assignable Contract that requires the Consent of a third party has not been obtained, BAM shall continue to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to the Closing Date, subject to Section 5.08, the Parties shall use their commercially reasonable best efforts to obtain any such Consent on consent or after the Closing Date novation until such time as such Consent has it shall have been obtained, and Seller will reasonably BAM shall use commercially reasonable efforts to cooperate with Buyer in any lawful arrangement reasonably requested by Buyer OpCo to provide that Buyer OpCo shall receive the interest of Seller, BAM in the benefits under any such Permit or Non-Assignable Contract, including sublicensing, subcontracting or performance by Seller BAM as agent; providedagent if commercially reasonable, however, provided that Buyer OpCo shall undertake to pay or satisfy the corresponding Liabilities for under the enjoyment terms of such benefit Non-Assignable Contract to the extent Buyer that OpCo would have been responsible therefor hereunder if such Consent consent or approval had been obtained prior obtained. If, despite such efforts, BAM is unable to provide OpCo with the interest of BAM in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall not be included in the BAM Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the BAM Assumed Liabilities, in each case until such time as BAM is able to provide OpCo with the interest of BAM in such benefits or BAM obtains the aforesaid consent or novation with respect to the Closing DateNon-Assignable Contract. Buyer shall pay Bulk Transfer Laws. Bidder, Bidder Member and discharge OpCo each hereby waive compliance by BAM and the Transferring Partnerships with the provisions of any and all reasonable and documented out-of-pocket costs of Seller Laws relating to bulk transfer in connection with its cooperation with Buyer pursuant to this Section 2.06, including the sale of the BAM Contributed Assets. BAM shall indemnify OpCo from and against any and all payments made by Seller or any Liabilities (including reasonable attorneys' fees) arising out of its Affiliates to obtain any noncompliance with such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expensesbulk transfer Laws.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreementto the contrary, neither this Agreement nor any Ancillary Agreement shall will not constitute an agreement to assign, assume or transfer assign any Permit, Contract, of the Assumed Contracts or any claim, right, claim or right or any benefit or obligation arising thereunder or resulting therefrom, therefrom if the assignment thereof is adjudicated by a court of competent jurisdiction to be a breach or transfer contravention thereof or the attempt if such assignment is adjudicated by a court of competent jurisdiction to make an assignment be ineffective or transfer thereof without the Consent requiring consent of a third party would constitute to any such Assumed Contract (a breach thereof “Required Consenting Party”) (each, an “Assignment Rejection”). In the event of an Assignment Rejection or materially in the event that a controversy arises between Buyer or a Seller and adversely affect a party to an Assumed Contract claiming that the rights assignment of such Assumed Contract was ineffective, or obligations requires the consent of Buyer thereunder. Any transfer such party (such party an “Objecting Party”), then each Seller shall use their commercially reasonable efforts to obtain the consent of any Required Consenting Party or any Objecting Party for the assignment to Buyer by Seller of any interest, or assumption by Buyer of any obligation, under any such Permit or Contract that requires the Consent of Assumed Contract. If a third party to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior subsequent consent to the assignment of such Assumed Contract could not be obtained from a Required Consenting Party, thereby resulting in Buyer not in fact receiving all of the rights and benefits of such Assumed Contract, each Seller shall, from and after the consummation of the Closing or, with respect to any Optional Pro Elite Contract, from and after the Election Date, subject provide Buyer with all the rights and the benefits under such Assumed Contract so affected consistent with the terms of such Assumed Contract, as if such Assumed Contract had been effectively assigned to Section 5.08Buyer at Closing or, with respect to any Optional Pro Elite Contract, on the Parties shall use their reasonable best efforts Election Date, and Buyer agrees to obtain perform at its sole expense all of the obligations of the applicable Seller (excluding any such Consent Unassumed Liabilities) arising after Closing or, with respect to any Optional Pro Elite Contract, on or after the Election Date. Each Seller shall pay promptly to Buyer when received all monies received by a Seller, from and after the consummation of the Closing, under any of the Assumed Contracts or any claim or right or any benefit arising thereunder to the fullest extent that Buyer would be entitled thereto pursuant hereto as if all assignments are effective as of the Closing. In addition, each Seller shall direct in writing (in form and content previously approved by Buyer) each paying party to any Assumed Contract that has not been effectively assigned to Buyer to pay all amounts payable under such Contract directly to Buyer. Each Seller shall also supply to Buyer any and all services of any party to an Assumed Contract consistent with the terms of such Assumed Contract to the fullest extent that Buyer would be entitled thereto pursuant hereto as if all assignments are effective as of the Closing Date until or, with respect to any Optional Pro Elite Contract, from and after the Election Date. Each Seller hereby agrees that it shall not use any of the Assumed Contracts for its benefit. From and after the consummation of the Closing, if and when any such time as such Consent has been required consents from a Required Consenting Party shall be obtained, the Sellers shall promptly assign their rights thereunder to Buyer without payment of consideration and Seller will reasonably cooperate with Buyer in shall, without payment of any lawful arrangement reasonably requested by Buyer to provide that Buyer shall receive consideration therefor, assume from and after the interest of Seller, in the benefits under any such Permit or Contract, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment date of such benefit assignment the obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment and assumption (but only to the extent Buyer such obligations would have been responsible therefor hereunder if such Consent had been obtained prior to the Closing Dateconstitute Assumed Liabilities). Buyer shall pay and discharge any and all reasonable and documented out-of-pocket costs of make no claim against Seller solely arising from the Sellers’ inability to assign an Assumed Contract with a ProElite Fighter who is a Required Consenting Party in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expensesan Assignment Rejection.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement or any Ancillary Agreement, neither shall be construed as an attempt by Seller to assign to Buyer pursuant to this Agreement nor any Ancillary Agreement shall constitute an agreement to assign, assume or transfer any Permit, Seller Contract, permit, franchise, claim or any claim, right, benefit Asset included in the Purchased Assets that is by its terms expressly or obligation arising thereunder implicitly or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof by law nonassignable without the Consent consent of a third any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Seller would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment not by law pass to Buyer as an incident of the assignments provided for by this Agreement (a “Non-Assignable Contract”). To the extent that any Seller of any interestRequired Consent in respect of, or assumption by Buyer of any obligationa novation of, under any such Permit a Non-Assignable Contract shall not have been obtained on or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to before the Closing Date, subject Seller shall at its sole expense continue to Section 5.08, the Parties shall use their reasonable best its Commercially Reasonable efforts to obtain any such Seller Required Consent on or novation after the Closing Date until such time as such Consent has it shall have been obtained, and Seller will reasonably shall cooperate with Buyer in any lawful Commercially Reasonable arrangement reasonably requested by Buyer to provide that Buyer shall receive the interest of Seller, Seller in the benefits under any each such Permit or Non-Assignable Contract, including sublicensingperformance, subcontracting or performance to the extent permitted by applicable Law, by Seller as agentagent if Commercially Reasonable; providedprovided that, howeverso long as Seller shall provide to Buyer substantially all the benefits of each such Non-Assignable Contracts, that Buyer shall undertake to pay or satisfy the corresponding Liabilities for under the enjoyment terms of each such benefit Non-Assignable Contract (or such lesser amount corresponding to the value of benefits actually provided to Buyer by Seller with respect to such Non-Assignable Contract) to the extent that Buyer would have been responsible therefor hereunder if such Consent consent or approval had been obtained prior obtained. Nothing contained in this Section 2.4 or elsewhere in this Agreement shall be deemed a waiver by Buyer of its right to have received on the Closing Date. Buyer shall pay and discharge any and Date an effective assignment of all reasonable and documented out-of-pocket costs of the Purchased Assets or of the covenant of Seller in connection with its cooperation with Buyer pursuant to obtain all of Seller Required Consents, nor shall this Section 2.06, including any and all payments made by Seller 2.4 or any other provision of its Affiliates this Agreement be deemed to obtain constitute an agreement to exclude from the Purchased Assets any such Consents; provided, that, Buyer shall not Contracts as to which a Seller Required Consent may be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expensesnecessary.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement or any Ancillary Agreement, neither shall be ------------------------ construed as an attempt by BAM to assign to OpCo pursuant to this Agreement nor any Ancillary Agreement shall constitute an agreement to assignContract, assume or transfer any Governmental Permit, Contractfranchise, claim or asset included in the BAM Contributed Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to BAM would not by Law pass to OpCo as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent ----------------------- that any claim, right, benefit or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of any interestconsent in respect of, or assumption by Buyer of any obligationa novation of, under any such Permit or a Non-Assignable Contract that requires the Consent of a third party has not been obtained, BAM shall continue to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to the Closing Date, subject to Section 5.08, the Parties shall use their commercially reasonable best efforts to obtain any such Consent on consent or after the Closing Date novation until such time as such Consent has it shall have been obtained, and Seller will reasonably BAM shall use commercially reasonable efforts to cooperate with Buyer in any lawful arrangement reasonably requested by Buyer OpCo to provide that Buyer OpCo shall receive the interest of Seller, BAM in the benefits under any such Permit or Non-Assignable Contract, including sublicensing, subcontracting or performance by Seller BAM as agent; providedagent if commercially reasonable, however, provided that Buyer OpCo shall undertake to pay or satisfy the corresponding Liabilities for under the enjoyment terms of such benefit Non-Assignable Contract to the extent Buyer that OpCo would have been responsible therefor hereunder if such Consent consent or approval had been obtained prior obtained. If, despite such efforts, BAM is unable to provide OpCo with the Closing Date. Buyer shall pay and discharge any and all reasonable and documented out-of-pocket costs interest of Seller BAM in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates to obtain the benefits under any such Consents; providedNon-Assignable Contract, that, Buyer such Non-Assignable Contract shall not be obligated included in the BAM Contributed Assets, and the Liabilities under such Non-Assignable Contract shall not be included in the BAM Assumed Liabilities, in each case until such time as BAM is able to reimburse Seller provide OpCo with the interest of BAM in such benefits or BAM obtains the aforesaid consent or novation with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expensesNon-Assignable Contract.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to assignassign any Purchased Asset, assume or transfer including any Contract, Permit, ContractIntellectual Property, certificate, approval, authorization or any claim, other right, benefit which by its terms or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof by Law is nonassignable without the Consent consent of a third party would constitute or a breach thereof Governmental Authority or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer is cancelable by Seller of any interest, or assumption by Buyer of any obligation, under any such Permit or Contract that requires the Consent of a third party to make any in the event of an assignment or transfer thereof (“Nonassignable Assets”) unless and until such consent shall be made subject to such Consent being have been obtained. Unless agreed otherwise Seller shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to cooperate with Buyer at its request in endeavoring to obtain such consents promptly. To the extent permitted by the Partiesapplicable Law, in the event any consents to the assignment thereof cannot be obtained, such Consent is not obtained prior to Nonassignable Assets shall be held, as of and from the Closing Date, subject by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to Section 5.08, be taken at Seller’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the Parties shall use their reasonable best efforts benefits of the Nonassignable Assets and to obtain any such Consent on effect collection of money or after other consideration that becomes due and payable under the Closing Date until such time as such Consent has been obtainedNonassignable Assets, and Seller will reasonably cooperate with or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it in any lawful arrangement reasonably requested by Buyer to provide that Buyer shall receive respect of all Nonassignable Assets. As of and from the interest Closing Date, Seller on behalf of Selleritself and its Affiliates authorizes Buyer, in the benefits under any such Permit or Contract, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such Consent had been obtained prior permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all the Closing Date. Buyer shall pay obligations and discharge any and receive all reasonable and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments the benefits of Seller or its Affiliates incurred under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in connection with its cooperation name on its behalf or obtaining any such Consents under this Section 2.06 in excess of $100,000 in the aggregate unless Buyer shall have provided prior written consent name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect to such costs or expensesthereto.

Consent of Third Parties. Notwithstanding anything to the contrary (a) Nothing in this Agreement or shall be construed as an attempt by any Ancillary Agreement, neither GPF Party to assign to the Company pursuant to this Agreement nor any Ancillary Agreement shall constitute an agreement to assignContract, assume or transfer any Governmental Permit, Contractfranchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any claim, right, benefit or obligation arising thereunder or resulting therefrom, if GPF Party would not by Law pass to the assignment or transfer thereof or Company as an incident of the attempt to make an assignment or transfer thereof without assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of any interestin respect of, or assumption by Buyer of any obligationa novation of, under any such Permit a Non-Assignable GPF Contract shall not have been obtained on or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to before the Closing Date, subject CGL and the Company may elect to Section 5.08proceed with the Closing, in which case, the GPF Parties shall continue to use their best reasonable best efforts to obtain any such GPF Required Consent on or novation after the Closing Date until such time as such Consent has it shall have been obtained, and Seller will reasonably the GPF Parties shall cooperate with Buyer the Company in any lawful economically feasible arrangement reasonably requested by Buyer to provide that Buyer the Company shall receive the interest of Seller, any GPF Party in the benefits under any such Permit or Non-Assignable GPF Contract, including sublicensing, subcontracting or performance by Seller the relevant GPF Party as agentagent if economically feasible; provided, however, provided that Buyer the Company shall undertake to pay or satisfy the corresponding Liabilities for under the enjoyment terms of such benefit Non-Assignable GPF Contract to the extent Buyer that the Company would have been responsible therefor hereunder if such Consent consent or approval had been obtained prior to the Closing Dateobtained. Buyer Each GPF Party shall pay and discharge discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all reasonable and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this Section 2.06, including any and all payments made by Seller or any of its Affiliates seeking to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.06 2.5 or elsewhere in excess this Agreement shall be deemed a waiver by the Company of $100,000 in its right to have received on the aggregate unless Buyer Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall have provided prior written consent with respect this Section 2.5 or any other provision of this Agreement be deemed to such costs or expensesconstitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessary.