Consents Not Obtained. In the event that Seller fails to obtain prior to the Closing (or otherwise fails to have in full force and effect at the Closing) any consent (including any consent to an assignment of a Contract), Permit, waiver, authorization, order or other approval required to consummate the transactions contemplated by this Agreement without breaching a Purchased Contract or otherwise adversely affecting the ability of Buyer to operate the Business after the Closing or the rights of Buyer with respect to the Purchased Assets, the Assumed Liabilities or otherwise under this Agreement (any of the foregoing, a “Necessary Consent”), this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any such instrument, Contract, Permit or other Purchased Asset for which a Necessary Consent is not obtained and in effect as of the Closing, and Seller and Buyer shall, from and after the Closing, continue to use its commercially reasonable efforts to obtain any such Necessary Consent for the benefit of Buyer under the terms and conditions substantially the same as those existing under the applicable Purchased Asset as of the Closing. Once a Necessary Consent is obtained, the applicable Purchased Asset will be deemed to have been automatically assigned and transferred to Buyer on the terms set forth in this Agreement, effective as of the date of assignment. If any Necessary Consent is not obtained and in full force and effect as of the Closing and as a result thereof, the assignment or transfer of a Purchased Asset is ineffective or the rights or obligations of Buyer with respect to a Purchased Asset or Assumed Liability or Buyer’s ability to operate the Business after the Closing are otherwise adversely affected, at Buyer’s request, Seller will enter into a mutually agreeable and reasonable arrangement with Buyer under which (i) Buyer will obtain the benefits and assume, perform and/or promptly reimburse Seller for the obligations thereunder (to the extent otherwise constituting Assumed Liabilities) in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or (ii) Seller will enforce for the benefit, and at the direction, of Buyer any and all rights of Seller thereunder, with Buyer assuming Seller’s obligations thereunder (to the extent otherwise constituting Assumed Liabilities).
Consents Not Obtained. To the extent that Chaco is unable to obtain a third party consent or approval to transfer any interest constituting a part of the Assets and consequently does not assign or transfer same to Gxxxx, Chaco shall reasonably cooperate with Gxxxx in obtaining such consent or approval, and shall expeditiously transfer such asset to Gxxxx upon obtaining such consent or approval, or otherwise use its reasonable efforts to make all benefits of such non-assigned interests available to Gxxxx without any administrative cost to Gxxxx, and Chaco shall not be obligated to incur any cost or expense after the Closing with respect to such Assets, all of which shall be for the account of Gxxxx.
Consents Not Obtained. To the extent that Seller is unable to obtain a third party consent to transfer any lease, Contract or other interest constituting a part of the Assets and consequently does not assign, transfer or sublease such Assets to Buyer, Seller shall, at Buyer's written request delivered within a reasonable time after Closing, use its reasonable efforts to make all benefits of such non-assigned interests available to Buyer without any administrative cost to Buyer, but shall not be obligated to incur any cost or expense after the Closing Date with respect to such Assets, all of which shall be for the account of Buyer.
Consents Not Obtained. On the date hereof, the Buyer is satisfied with all of the consents listed on Schedule 3.23 which have been obtained. The Buyer hereby acknowledges that the consents listed on Schedule 4.5 have not been obtained and that the Sellers are not responsible for any obligations arising from the failure to obtain the consents listed on Schedule 4.5.
