Common use of Consents to Assignment Clause in Contracts

Consents to Assignment. Seller shall use all reasonable efforts to obtain all necessary consents set forth on Schedule 5.11 from Third Parties to assign the Assets prior to the Closing (other than governmental approvals that are customarily obtained after the Closing) and Buyer shall use reasonable efforts to assist Seller with such efforts. If prior to the Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign to Buyer or materially affect the value or use of the Asset, then Seller shall retain the affected Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Asset. If such consent has been obtained as of the Final Settlement Date, then Seller shall convey the affected Asset to Buyer effective as of the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall pay Seller the Allocated Value of the affected Asset, in accordance with the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected Asset. For purposes of the foregoing, consent requirements that do not expressly (i) render transfer of the applicable Assets to Buyer void or voidable if such consent is not obtained, (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consent.

Consents to Assignment. Seller shall use all reasonable efforts to obtain all necessary consents set forth on Schedule 5.11 from Third Parties to assign the Assets prior to the Closing (other than governmental approvals that are customarily obtained after the Closing) ), and Buyer shall use reasonable efforts to assist Seller with such efforts. Such consents are set forth on Schedule 3.08. If prior to the Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign to Buyer or materially affect the value or use of the Asset, then Seller shall retain the affected Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Asset. If such consent has been obtained as of the Final Settlement Date, then Seller shall convey the affected Asset to Buyer effective as of the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall pay Seller the Allocated Value of the affected Asset, in accordance with the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected Asset. For purposes of the foregoing, consent requirements that do not expressly (i) render transfer of the applicable Assets to Buyer void or voidable if such consent is not obtained, (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consent.

Consents to Assignment. Sellers shall use commercially reasonable efforts following the Initial Closing to obtain all consents set forth in Schedule 6.01(c) (“Consents”) on or before the Claim Date (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of such consents). At the Initial Closing, the Initial Assets or part thereof subject to any Consents for which failure to obtain such Consent shall cause the assignment of the Asset affected thereby to be void (regardless of whether such Consent cannot be unreasonably withheld), or if Sellers are prohibited from assigning a partial interest in such Asset (collectively the “Hard Consents”) will be eliminated from the Initial Assets and the Initial Purchase Price will be reduced proportionately by the Allocated Value attributable thereto, if any. Sellers represent that all of the Hard Consents are set forth on Schedule 4.09. During the Option Period, RSP shall own and operate the Assets affected by the Hard Consents as Operator for the benefit of Buyer, as non-Operator. Sellers shall use all reasonable commercially reasonably efforts to obtain all necessary consents set forth on Schedule 5.11 from Third Parties Hard Consents (or obtain, at no cost to assign Buyer, an equivalent replacement of the Assets affected by the Hard Consents) on or before the Option Closing, and shall convey 100% of the Assets affected by a Hard Consent to Buyer at the Option Closing. In the event Sellers, despite commercially reasonable efforts, are unable to obtain any Hard Consents prior to the Closing Option Closing, Seller shall (other than governmental approvals that are customarily obtained after i) obtain such Hard Consents (or obtain, at no cost to Buyer, an equivalent replacement of the ClosingAssets affected by the Hard Consents), and shall convey 100% of the Assets affected by a Hard Consent (or equivalent replacement Assets) and to Buyer shall use reasonable efforts to assist Seller with such efforts. If prior to the Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance end of the Asset Transition Period. During the Transition Period, if applicable pursuant to the foregoing sentence, and in the event the Option Closing does not occur, RSP shall continue to own and operate the Assets affected by the consent to assign to Buyer or materially affect Hard Consents as Operator for the value or use benefit of the AssetBuyer, then Seller shall retain the affected Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Asset. If such consent has been obtained as of the Final Settlement Date, then Seller shall convey the affected Asset to Buyer effective as of the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall pay Seller the Allocated Value of the affected Asset, in accordance with the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected Asset. For purposes of the foregoing, consent requirements that do not expressly (i) render transfer of the applicable Assets to Buyer void or voidable if such consent is not obtained, (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consentnon-Operator.

Consents to Assignment. Seller shall use all reasonable efforts to obtain all necessary consents set forth on Schedule 5.11 from Third Parties to assign the Assets prior to the Closing (other than governmental approvals that are customarily obtained after the Closing) and Buyer shall use reasonable efforts to assist Seller with such efforts. If prior to the Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign to Buyer or materially affect the value or use of the Asset, then Seller shall retain the affected Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Asset. If such consent has been obtained as of the Final Settlement Date, then Seller shall convey the affected Asset to Buyer effective as of the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall pay Seller the Allocated Value of the affected Asset, in accordance with the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected Asset. For purposes of the foregoing, consent requirements that do not expressly (i) render transfer of the applicable Assets to Buyer void or voidable if such consent is not obtained, obtained (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consent.

Consents to Assignment. Seller shall use all reasonable efforts to obtain all necessary consents set forth on Schedule 5.11 from Third Parties to assign the Assets prior to the Closing (other than governmental approvals that are customarily obtained after the Closing) and Buyer shall use reasonable efforts to assist Seller with such efforts. If prior to the Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign to Buyer or materially affect the value or use of the Asset, then Seller shall retain the affected Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Asset. If In no event shall Buyer be required by this provision to pay for any such consent has been obtained as of the Final Settlement Date, then Seller shall convey the affected excluded Asset to Buyer effective as of the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall pay Seller the Allocated Value of the affected Asset, in accordance with the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected Assetafter Closing. For purposes of the foregoing, consent requirements that do not expressly (i) render transfer of the applicable Assets to Buyer void or voidable if such consent is not obtained, (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consent. Notwithstanding anything herein to the contrary, certain leases on Schedule 5.11 are notated as requiring consent prior to Closing or else the Purchase Price shall be reduced, and if any such notated consent is not obtained prior to Closing, then the Purchase Price shall be reduced by the Allocated Value attributable to the applicable lease and such lease shall not ever be assigned to Buyer.

Consents to Assignment. Seller Sellers shall use all reasonable efforts to obtain all necessary consents set forth on Schedule 5.11 from Third Parties to assign the Assets prior to the Closing (other than governmental approvals of any relevant Governmental Authority that are customarily obtained after the Closing) ), and Buyer shall use reasonable efforts assist Sellers with those efforts; provided, however, Sellers shall not be obligated to assist Seller with such efforts. If prior pay any consideration to (or incur any cost or expense for the Closing, Seller fails benefit of) the holder of the consent in order to obtain a consent waiver or consent. To the extent any such consents are not obtained prior to assign that would invalidate the conveyance Closing and an express provision of the Asset affected by document providing for the consent to assign to Buyer would render the assignment of some or materially affect the value or use all of the AssetAssets void or voidable, give rise to a claim for specified liquidated damages or cause the termination of the Lease or other Asset to be assigned as a result of the failure to obtain that consent (collectively, “Required Consents”), then Seller at Closing Sellers shall retain the affected Asset and all associated Assets and the Unadjusted Purchase Price shall be reduced by the Allocated Value of the affected AssetAsset and all associated Assets. If such consent has been a Required Consent that was not obtained as of prior to Closing is obtained on or before six (6) months after the Final Settlement Closing Date, then Seller Sellers shall promptly convey the affected Asset and all associated Assets to Buyer effective as of the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall contemporaneously with the receipt of such conveyance, pay Seller Sellers the Allocated Value of the affected AssetAsset and all associated Assets, in accordance with the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the subject to Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected AssetAdjustments as set forth herein. For purposes of the foregoingIn all other cases, consent requirements that do not expressly (i) render transfer of the applicable Assets to Buyer void or voidable if such consent is not obtained, (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, unobtained consents shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consentconstitute Title Defects.

Consents to Assignment. Subject to the last sentence of this Section 3.07, within five (5) business days after the date this Agreement is executed, Seller shall use all reasonable efforts prepare and send notices to obtain the holders of all necessary consents set forth on Schedule 5.11 from Third Parties to assign the Assets prior to the Closing that are set forth on Schedule 5.12 (other than governmental approvals that are customarily obtained after Closing). Seller shall use commercially reasonable efforts (which shall not require the Closingpayment of money; provided that Seller gives Buyer the option to make such payment) to obtain such consents and Buyer shall shall, upon request of Seller, use commercially reasonable efforts to assist Seller with in obtaining such effortsconsents. If Seller shall deliver a written notice to Buyer on or before the date that is five (5) business days prior to Closing setting forth each consent requirement which, as of such date, has not been unconditionally satisfied or waived. In no event shall there be transferred at Closing any Asset for which a consent requirement has not been satisfied and for which the Closing, Seller fails failure to obtain such consent would (i) cause (A) the assignment to Buyer of any portion of the Assets to be void or voidable or (B) the termination of a consent Lease under the express terms thereof, or (ii) require the payment of a fee (unless Buyer agrees in writing to assign that would pay such fee). To the extent such consents are not obtained prior to Closing and, in the reasonable judgment of Buyer, could invalidate the conveyance of the Asset affected by the consent to assign to Buyer some or materially affect the value or use all of the AssetAssets hereunder or the Leases, then Seller shall retain the affected Asset and shall be excluded from the Assets to be conveyed to Buyer at Closing, the Purchase Price shall be reduced by the Allocated Value of said Asset as set forth on Exhibit C, and the affected AssetAsset shall constitute an Excluded Asset and be deemed deleted from the Exhibits and Schedules hereto. In all other cases, such un-obtained consents shall not cause the affected Assets to be excluded from the Assets to be conveyed to Buyer at Closing. If such the holder of a consent has been requirement that is not obtained as of the Final Settlement Date, then Seller shall convey by Closing and causes the affected Asset to Buyer effective as be excluded from the Closing later provides such consent, Seller shall promptly notify Buyer. Within ten (10) calendar days after Buyer’s receipt of the Effective Timesuch notice from Seller or Closing, subject whichever is later, Seller shall sell to the same terms and conditions set forth in this AgreementBuyer, and Buyer shall pay Seller the Allocated Value of the affected Assetpurchase from Seller, in accordance with such Asset under the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount Agreement for a price equal to the Allocated Value of the affected Asset. For purposes of such Asset as set forth on Exhibit C. Notwithstanding the foregoing, consent requirements that do Buyer shall have no obligation under this Agreement or otherwise to purchase the Asset if Buyer is not expressly (i) render transfer notified of the applicable Assets obtained consent within 120 calendar days following Closing. In no event will Seller or any of its affiliates send any notices pursuant to Buyer void or voidable if such consent this Section 3.07 until the earlier of (x) Buyer’s initial public announcement regarding this Agreement and the transactions contemplated hereby and (y) four (4) business days after the date this Agreement is not obtained, (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consentexecuted.