Consents to Assignment Clause Samples
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Consents to Assignment. Promptly after the Execution Date, Sellers shall prepare and send notices to the holders of any required consents, approvals and authorizations (other than Customary Consents) that are set forth on Schedule 4.12 requesting the consent or approval to the transactions contemplated by this Agreement. Sellers and Purchaser shall cooperate and use commercially reasonable efforts to cause such consents, approvals and authorizations (other than Customary Consents) that are set forth on Schedule 4.12 to be obtained and delivered prior to Closing, provided that Sellers shall not be required to make payments or undertake obligations to obtain the required consents, approvals or authorizations. In the event that any Required Consent is not waived, obtained, complied with or otherwise satisfied prior to the Closing Date, then in no event shall there be transferred at Closing any Asset for which a Required Consent has not been satisfied, obtained or waived. In cases in which the Asset subject to a Required Consent is a Contract and Purchaser is assigned the Lease(s) to which the Contract relates, but the Contract is not transferred to Purchaser due to any such Required Consent, (a) Sellers and Purchaser shall continue after Closing to use commercially reasonable efforts to obtain such Required Consent (provided that no Seller shall be required to make payments or undertake obligations to obtain the Required Consent) so that such Contract can be transferred to Purchaser upon receipt of the Required Consent, (b) the Contract shall be held by Sellers for the benefit of Purchaser, (c) Purchaser shall pay all amounts due thereunder, and (d) Purchaser shall be responsible for the performance of any obligations under such Contract to the extent that Purchaser has been transferred the Assets necessary to perform under such Contract until such Required Consent is obtained. In cases in which the Asset subject to any Required Consent is an Oil and Gas Property and the Required Consent to the transfer of such Oil and Gas Property is not obtained by Closing, Purchaser may elect to treat the unsatisfied Required Consent as a Title Defect and receive the appropriate adjustment, if any, to the Unadjusted Purchase Price under Section 2.4 by giving Sellers written notice thereof in accordance with Section 3.2(a), except that such notice may be given up to the Closing Date. If an unsatisfied Required Consent with respect to which an adjustment to the Unadjusted Purchase Price is made und...
Consents to Assignment. To the extent that any Contract identified in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, offer, delivery or sublease thereof. Subject to the provisions of Section 11.5, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing relating to the assignment to Buyer of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Contracts. Seller shall use its reasonable best efforts to provide Buyer with the financial and business benefits of such Contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such Contracts), and Buyer shall, to the extent Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts to the extent that Buyer was to assume those obligations pursuant to the terms hereof.
Consents to Assignment. To the extent that any Contract (other than a Material Contract) identified in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to the other party of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by the assigning party to the other party of all of the assigning party's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, the other party shall be deemed to be the assigning party's agent for the purpose of completing, fulfilling and discharging all of the assigning party's rights and liabilities arising after the Closing Date under such Contracts. The assigning party shall use all reasonable efforts to provide the other party with the benefits of such Contracts (including permitting the other party to enforce any rights of the assigning party arising under such Contracts), and the other party shall, to the extent the assigning party is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of the assigning party under such Contracts.
Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in all reasonable respects, to provide to Buyer the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 shall affect Buyer’s right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the transfer of any Asset is not obtained.
Consents to Assignment. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any contract, lease, permit or other claim or right, or any benefit arising thereunder or resulting therefrom (each, an “Assignable Right”), if an attempted assignment thereof, without the consent of a third party, would constitute a breach or default thereof or thereunder or increase the obligations or adversely affect the rights of Seller or Buyer thereunder.
Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any asset, agreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity (as defined in Section 2.4(b)), as the case may be, would constitute a breach or default thereof, would result in a violation of the rights of any such third party, would be ineffective, or would in any way adversely affect the rights of PKI or Buyer thereunder. If such consent (a “Deferred Consent”) is not obtained, then (a) the asset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (a “Deferred Item”) shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, the Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that (i) no Party shall be required to make any material payments or agree to any material undertakings in connection therewith and (ii) if the Parties agree to make any payments (whether or not material) to a third party to obtain a Deferred Consent, all such payments that are made shall be paid one half (1/2) by the Buyer and one half (1/2) by PKI, and (c) until such Deferred Consent is obtained, the Sellers and the Buyer shall cooperate, in all reasonable respects, in any lawful and commercially reasonable arrangement reasonably proposed by the Buyer under which (i) the Buyer would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits (net of the amount of any related Tax costs and any other liabilities or obligations imposed on the Sellers or any of their Affiliates under the Deferred Item) and (ii) the Buyer would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or obligations imposed on the Sellers or any of their Affiliates) with respect to the Deferred Item.
Consents to Assignment. The parties shall use commercially reasonable efforts to obtain any third party consents necessary for the assignment of any Station Contract (which shall not require any payment to any such third party). To the extent that any Station Contract may not be assigned without the consent of any third party, and such consent is not obtained prior to Closing, this Agreement and any assignment executed pursuant hereto shall not constitute an assignment thereof, but to the extent permitted by law shall constitute an equitable assignment by Seller and assumption by Buyer of Seller's rights and obligations under the applicable Station Contract, with Seller making available to Buyer the benefits thereof and Buyer performing the obligations thereunder on Seller's behalf.
Consents to Assignment. The Leases and Surface Agreements subject to a consent to assign are listed on Schedule 4.07. All other Contracts subject to a consent to assign are listed on Schedule 4.07A. The consents to assignment listed on Schedule 4.07A shall be governed solely by Section 7.05 below:
(a) Certain of the Leases and Surface Agreements listed on Schedule 4.07 provide, in words or substance, that any assignment of such instrument without the consent holder’s approval shall be null and void and/or constitute a breach of such instruments (“Hard Consents”). Certain other of the Leases and Surface Agreements listed in Schedule 4.07 provide, in words or substance, that any assignment of such instrument shall be made only with consent holder’s approval, which consent may not be unreasonably withheld (“Soft Consents”).
(b) Promptly after the execution of this Agreement, Seller shall send to each consent holder identified on Schedule 4.07 a request that each such holder consent to the assignment of his, her, their or its instrument to Buyer. Except for out-of-pocket costs incurred to send and monitor the return of these consents to assignment, Seller shall have no obligation to pay any consideration necessary to obtain any consent.
(c) If the consent to assignment by the holder of any Hard Consent or Soft Consent is properly and timely denied prior to the Closing, the affected Asset shall be retained by Seller, and the Purchase Price shall be reduced by the Allocated Value of such Asset without the requirement for Buyer to give notice.
(d) If, as of the Closing Date, the time for a holder of a Hard Consent to approve an assignment of a Lease or Surface Agreement has not elapsed, the affected Asset shall be retained by Seller, and the Purchase Price shall be reduced by the Allocated Value of such Asset without the requirement for Buyer to give notice.
(e) If, as of the Closing Date, no response is received from the holder of a Soft Consent, such holder shall be conclusively deemed to have consented to the assignment of his, her, their or its Lease or Surface Agreement, in which event such Asset shall be transferred at Closing and Buyer shall pay the Allocated Value thereof at Closing. From and after Closing Buyer shall have fully responsibility for any Claim that may be later asserted by any such consent holder contesting the validity of the assignment of his, her, their or its instrument.
(f) If any holder of a Hard Consent or a Soft Consent prior to Closing attaches conditions ...
Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Assumed Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any material way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in all reasonable respects, to provide to Buyer the benefits under any such Contract, Assumed Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise.
Consents to Assignment. 28 6.8 Bulk Sales Laws...............................29 6.9