Common use of Material Consents Clause in Contracts

Material Consents. The Company shall have filed and/or obtained (and furnished to the Buyer evidence thereof reasonably satisfactory to the Buyer) the following (each of which shall be required to be in form and substance reasonably satisfactory to the Buyer): (i) any and all authorizations, approvals, consents or orders from any Governmental Entity or other third party relating to or constituting Required Consents, and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; (ii) any and all authorizations, approvals, consents or orders from any Governmental Entity or other third party (including, to the extent permitted by applicable law, the Company or any of the Subsidiaries) necessary or required in order to obtain and maintain in effect for a reasonable period of time following the Effective Time all Liquor Licenses and other permits necessary to maintain continuity of service of alcoholic beverages at each Company Restaurant (in each case, on terms no less favorable than the terms in effect on the date of this Agreement), and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; and (iii) other than with respect to (x) the Required Consents and (y) the Liquor Licenses, any and all authorizations, approvals or consents of other third parties (other than with respect to real estate leases or subleases identified on Section 3.9(c) of the Company Disclosure Letter) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, the failure of which to obtain or file would result in or would reasonably be likely to result in, individually or in the aggregate, a Company Material Adverse Effect; and such authorizations, approvals and consents (subject to such exception) shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn.

Material Consents. The Company shall have filed and/or obtained (a) To the extent any Material Consent (including any Closing Consent) is not delivered to Buyer prior to Closing, and furnished Buyer agrees to proceed to close the Buyer evidence thereof reasonably satisfactory Contemplated Transactions, neither this Agreement nor any ▇▇▇▇ of sale, assignment and assumption agreement or other transaction document will constitute a contract to assign the Buyer) the following (each of which shall be required to be in form and substance reasonably satisfactory to the Buyer): same if an attempted assignment would: (i) constitute a Breach thereof; (ii) create rights in others not desired by Buyer; or (iii) create rights in third parties against Seller, an Acquired Company or Buyer. (b) Pending the receipt of any such Material Consent, (i) Seller or an Acquired Company (as applicable) shall hold any such non-assigned Acquired Assets, Assumed Contracts, other Applicable Contracts, Governmental Authorizations and all authorizationsother Assumed Liabilities for the benefit of and at the risk of Buyer and agrees to cooperate with Buyer in any lawful and reasonable arrangements designed to provide that Buyer shall receive the benefits of Seller’s interest under any such Acquired Asset, approvalsAssumed Contract, consents Governmental Authorization or orders Assumed Liability, including performance by Seller, as agent, provided that Buyer shall undertake to pay or perform the corresponding liabilities for the enjoyment of such benefits to the extent that Buyer would have been responsible therefor hereunder if such Material Consent had been obtained prior to the Closing, (ii) Seller shall otherwise use its commercially reasonable efforts to (A) obtain or assist Buyer in obtaining any Material Consents not obtained by Seller prior to the Closing Date; and (B) enforce at the request of Buyer any rights of Seller or Buyer (whether direct or indirect) arising from any such Acquired Asset, Assumed Contract, Governmental Entity Authorization or other third party relating Assumed Liability, including the right to terminate any such Acquired Asset, Assumed Contract, Governmental Authorization or constituting Required Consents, and such authorizations, approvals, consents and orders shall have become effective and binding Assumed Liability in accordance with their terms and shall not have expired or been withdrawn; (ii) any and all authorizations, approvals, consents or orders from any Governmental Entity or other third party (including, to the extent permitted by applicable law, the Company or any of the Subsidiaries) necessary or required in order to obtain and maintain in effect for a reasonable period of time following the Effective Time all Liquor Licenses and other permits necessary to maintain continuity of service of alcoholic beverages at each Company Restaurant (in each case, on terms no less favorable than the terms in effect on thereof upon the date request of this Agreement)Buyer provided that Buyer pays or performs any corresponding liabilities, and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; and (iii) Buyer shall reasonably cooperate with Seller and provide such information as may be reasonably requested by Seller or a Third Party to obtain the Material Consents, (iv) neither party shall renew, extend, terminate, decrease, dispose of or otherwise modify the size, scope or terms of any such non-assigned Acquired Asset, Assumed Contract, Governmental Authorization or Assumed Liability without the other than with respect to (x) the Required Consents and (y) the Liquor Licenses, any and all authorizations, approvals or consents of other third parties (other than with respect to real estate leases or subleases identified on Section 3.9(c) party’s prior consent before receipt of the Company Disclosure Letter) in connection with related Material Consent. Upon receipt of a Material Consent, the execution subject Acquired Asset, Assumed Contract, Governmental Authorization or other Assumed Liability shall be deemed transferred and delivery of this Agreement and the consummation assigned to Buyer effective as of the transactions contemplated by this Agreement, the failure of which to obtain or file would result in or would reasonably be likely to result in, individually or in the aggregate, a Company Material Adverse Effect; and such authorizations, approvals and consents (subject to such exception) shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawnClosing Date.

Material Consents. The Company shall have filed and/or obtained (From and furnished after the Exercise Date until the earlier of Closing or the termination of this Agreement in accordance with its terms, and subject to the Buyer evidence thereof reasonably satisfactory terms of this Agreement, the Parties hereby agree to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Buyertransactions contemplated by this Agreement as promptly as practicable and to cooperate with each other in connection with the foregoing; provided, for the avoidance of doubt, that Pabst’s election whether or not to deliver the Exercise Notice shall be made in Pabst’s sole discretion. Promptly following receipt of the Exercise Notice (or, if Pabst requests, promptly following the Closure Notice Delivery Date) until the following earlier of the Closing or the termination of this Agreement in accordance with its terms, Pabst shall use commercially reasonable efforts in an effort to obtain any Permits (each including, without limitation, any TTB Licenses) and Contracts required in order for Pabst to be able to operate, manage and maintain the Brewery and the other Purchased Assets as operated, managed and maintained by Optionor in the ordinary course of business as of the Effective Date (such Permits and Contracts, the “Material Agreements and Permits”) and to cause all Governmental Entities and other third parties to deliver such consents as are needed for the transfer, assignment, novation or re-issuance of any Material Agreements and Permits (the “Material Consents”) (including, without limitation, the consent to Pabst’s assumption of the Water Supply Agreement). MillerCoors and Optionor agree, at no cost, to cooperate with Pabst’s effort to obtain the Material Consents, using their commercially reasonable efforts, which shall be required to be in form and substance reasonably satisfactory to not include payment of any fees or costs by MillerCoors or any of its Affiliates. For the Buyer): (i) any and all authorizationsavoidance of doubt, approvals, consents or orders from the failure of any Governmental Entity or other third party relating to or constituting Required Consents, and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and grant any consent contemplated herein shall not have expired or been withdrawn; (ii) constitute a default by any Party, provided such Party used the requisite efforts and requisite cooperation and assistance to obtain such consent and without prejudice to Article 7 below. Pabst shall be solely responsible for any and all authorizations, approvals, consents or orders from fees payable to Governmental Entities and any Governmental Entity or other third party (including, parties to the extent permitted by applicable law, the Company or any of the Subsidiaries) necessary or required in order to obtain Material Agreements and maintain in effect for a reasonable period of time following the Effective Time all Liquor Licenses and other permits necessary to maintain continuity of service of alcoholic beverages at each Company Restaurant (in each case, on terms no less favorable than the terms in effect on the date of this Agreement), and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; and (iii) other than with respect to (x) the Required Consents and (y) the Liquor Licenses, any and all authorizations, approvals or consents of other third parties (other than with respect to real estate leases or subleases identified on Section 3.9(c) of the Company Disclosure Letter) Permits in connection with the execution transfer, assignment, novation or re-issuance of any Material Agreements and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, the failure of which to obtain or file would result in or would reasonably be likely to result in, individually or in the aggregate, a Company Material Adverse Effect; and such authorizations, approvals and consents (subject to such exception) shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn.Permits. SC1:4886116.33

Material Consents. The Company shall have filed and/or obtained (and furnished With respect to the Buyer evidence Contracts and assets listed in Schedule 1.5.2 (which are Material Contracts, other material Contracts or material Transferred Assets) (i) which are Non-Assignable Items, or (ii) in respect of which the consummation of the transactions contemplated hereby would violate or result in the breach or termination thereof, constitute a default or an event of default DAC11719918 thereunder, or result in an acceleration, termination, suspension or modification thereof reasonably satisfactory (collectively, the “Consent Items”): (a) the Sellers shall (at the Sellers' cost and expense) use their commercially reasonable efforts to obtain, prior to the BuyerClosing, all Third Party Consents necessary to authorize, approve or permit the sale, assignment, transfer or continuation of such Consent Items (the “Material Consents”) to or with the following Buyers (each including for the purposes hereof at the Buyers' sole discretion, the Business) or to otherwise novate such Consent Items for the benefit of which shall be required to be in form and substance reasonably satisfactory to the Buyer):Buyers (or the Business), provided that: (i) any in soliciting the Material Consents or novations, the Sellers’ Group shall, as applicable and all authorizationsupon Buyers' prior written consent, approvals, consents or orders from any Governmental Entity or other third party relating to or constituting Required Consents, and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and which shall not have expired be unreasonably withheld or been withdrawndelayed, provide such relevant disclosure of the transactions contemplated hereby to the relevant third parties as may be reasonably required; (ii) Buyers shall reasonably assist and cooperate in good faith with the Sellers’ Group to obtain the Material Consents or novations by providing any information or otherwise taking any actions which the Sellers’ Group may reasonably request; and (iii) the Sellers’ Group shall not be required to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent or novation and all authorizations, approvals, consents or orders from shall not accept any Governmental Entity change to any contracts or other assets in order to obtain a Material Consent or novation without the prior written consent of Buyers, which consent shall not be unreasonably withheld or delayed; and (b) in the event that any Material Consent or novation is not obtained on or prior to Closing, the Sellers’ Group shall: (i) continue to use commercially reasonable efforts (on the basis described above) to obtain such Material Consent or novation until the earlier of (x) the date which is three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that the Sellers’ Group shall not be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available renewal option), and (z) the termination by the relevant third party of the relevant Consent Item; and (includingii) cooperate in good faith with the Buyers to put in place, to the extent permitted by applicable lawLaw or the terms of the respective Consent Item, such arrangements as the Sellers and the Buyers may, acting in good faith, find with respect to such Consent Item (which arrangements may include entering into subleases or subcontracts with, or acting as agent for, the Company Buyers or any of the Subsidiaries) necessary or required Business), in order to obtain provide to the Buyers or the Business to the fullest extent practicable and maintain in effect for a reasonable period legally feasible subject to the performance by the Buyers and the Business (at the Buyers’ sole expense) of time following all applicable obligations thereunder arising after Closing, benefits reasonably equivalent to obtaining the Effective Time all Liquor Licenses and other permits necessary to maintain continuity Material Consent, until the earlier of service of alcoholic beverages at each Company Restaurant (in each case, on terms no less favorable than the terms in effect on the date of this Agreement), and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; and (iii) other than with respect to (x) the Required Consents and termination of the relevant Consent Item by the relevant members of the Sellers’ Group; provided, however, that the Sellers’ Group shall have the right to terminate the respective Consent Item at the earliest date permitted under such Consent Item subject to reasonable notice to the Buyers, but in no event earlier than three (3) months after the Closing Date, (y) the Liquor Licenses, any and all authorizations, approvals or consents date of other third parties (other than with respect to real estate leases or subleases identified on Section 3.9(c) expiration of the Company Disclosure Letter) in connection with relevant Consent Item (provided that no Seller shall be obligated to extend the execution and delivery of this Agreement and the consummation stated term of the transactions contemplated relevant Consent Item, including pursuant to any available automatic renewal option), and (z) the termination by this Agreement, the failure DAC11719918 relevant third party of which to obtain or file would result in or would reasonably be likely to result in, individually or in the aggregate, a Company Material Adverse Effect; and such authorizations, approvals and consents (subject to such exception) shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawnrespective Consent Item.

Material Consents. The Company With respect to (i) the Business Contracts and (ii) the Shared Contracts: (i) the Sellers shall use their reasonable best efforts to obtain, prior to Closing, all Third Party Consents (the "Material Consents") necessary to authorize, approve or permit the sale, conveyance, assignment, transfer or continuation of such contracts and of the portion of the Shared Contracts that relates to the Business (the "Shared Contract Business Portion"), provided that: (A) the Purchaser shall diligently assist and cooperate in good faith with the Sellers to obtain the Material Consents by providing any information or otherwise taking (at its cost and expense) any reasonable actions which the Sellers may reasonably request and that do not require Purchaser to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party or to accept any change to any such contracts or portion of Shared Contracts; (B) the Sellers shall not be required to compromise any right, asset or benefit, to expend any amount, to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent and shall not accept any change to any such contracts or Shared Contract Business Portion (other than any changes of an administrative nature required to permit its assignment or transfer to the Purchaser) without the prior written consent of the Purchaser (it being understood and agreed, however, that in the event that the Purchaser shall have filed and/or obtained (a) consented to a change proposed by a third party and furnished (b) agreed to hold the Buyer evidence thereof reasonably satisfactory to Sellers harmless from and against the Buyer) consequences of such change, then the following (each of which relevant Sellers shall be required to be in form and substance reasonably satisfactory to the Buyer):accept such change); and (iC) the failure to obtain any and or all authorizations, approvals, consents or orders from any Governmental Entity or other third party relating to or constituting Required Consents, and of such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and Material Consents shall not have expired entitle the Purchaser to terminate this Agreement or been withdrawn;not to complete the transactions contemplated hereby; and (ii) in the event that any Material Consent is not obtained on or prior to Closing, the Sellers shall: (A) provide the Purchaser, no later than three (3) Business Days prior to the Closing Date, with a list of the Material Consents which have not been obtained as of such date; (B) continue to use their reasonable best efforts (on the basis described above) to obtain such Material Consent until the first to occur of (a) the date which is six (6) months after the Closing Date, (b) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), and all authorizations, approvals, consents or orders from any Governmental Entity or other (c) the termination by the relevant third party of the relevant contract; and (includingC) cooperate in good faith with the Purchaser to put in place, as from the Closing Date, such arrangements as the Sellers and the Purchaser may find to provide that the Purchaser or the Company, as applicable, shall, to the extent permitted by applicable lawreasonably practicable and legally feasible, receive all benefits and be responsible for all liabilities under each such contract, or, in respect of Shared Contracts, the Company or any Shared Contract Business Portion, until the first to occur of the Subsidiaries(a) necessary or required in order to obtain and maintain in effect for a reasonable period of time following the Effective Time all Liquor Licenses and other permits necessary to maintain continuity of service of alcoholic beverages at each Company Restaurant (in each case, on terms no less favorable than the terms in effect on the date of this Agreementexpiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), (b) the termination by the relevant third party of the relevant contract, subject to the performance by the Purchaser or the Company of the applicable obligations thereunder and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; and(c) the date which is six (6) months after the Closing Date. (iii) other than with respect to (x) the Required Consents The Sellers shall keep Purchaser reasonably and (y) the Liquor Licenses, any and timely informed of all authorizations, approvals or consents of other third parties (other than with respect to real estate leases or subleases identified on Section 3.9(c) of the Company Disclosure Letter) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, the failure of which to obtain or file would result in or would reasonably be likely to result in, individually or in the aggregate, a Company Material Adverse Effect; and such authorizations, approvals and consents (subject to such exception) shall have become effective and binding measures taken in accordance with their terms and shall not have expired or been withdrawnthis Section 6.11(b).

Material Consents. The Company With respect to (i) the Business Contracts and (ii) the Shared Contracts: (i) the Sellers shall use their reasonable best efforts to obtain, prior to Closing, all Third Party Consents (the “Material Consents”) necessary to authorize, approve or permit the sale, conveyance, assignment, transfer or continuation of such contracts and of the portion of the Shared Contracts that relates to the Business (the “Shared Contract Business Portion”), provided that: (A) the Purchaser shall diligently assist and cooperate in good faith with the Sellers to obtain the Material Consents by providing any information or otherwise taking (at its cost and expense) any reasonable actions which the Sellers may reasonably request and that do not require Purchaser to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party or to accept any change to any such contracts or portion of Shared Contracts; (B) the Sellers shall not be required to compromise any right, asset or benefit, to expend any amount, to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent and shall not accept any change to any such contracts or Shared Contract Business Portion (other than any changes of an administrative nature required to permit its assignment or transfer to the Purchaser) without the prior written consent of the Purchaser (it being understood and agreed, however, that in the event that the Purchaser shall have filed and/or obtained (a) consented to a change proposed by a third party and furnished (b) agreed to hold the Buyer evidence thereof reasonably satisfactory to Sellers harmless from and against the Buyer) consequences of such change, then the following (each of which relevant Sellers shall be required to be in form and substance reasonably satisfactory to the Buyer):accept such change); and (iC) the failure to obtain any and or all authorizations, approvals, consents or orders from any Governmental Entity or other third party relating to or constituting Required Consents, and of such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and Material Consents shall not have expired entitle the Purchaser to terminate this Agreement or been withdrawn;not to complete the transactions contemplated hereby; and (ii) in the event that any Material Consent is not obtained on or prior to Closing, the Sellers shall: (A) provide the Purchaser, no later than three (3) Business Days prior to the Closing Date, with a list of the Material Consents which have not been obtained as of such date; (B) continue to use their reasonable best efforts (on the basis described above) to obtain such Material Consent until the first to occur of (a) the date which is six (6) months after the Closing Date, (b) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), and all authorizations, approvals, consents or orders from any Governmental Entity or other (c) the termination by the relevant third party of the relevant contract; and (includingC) cooperate in good faith with the Purchaser to put in place, as from the Closing Date, such arrangements as the Sellers and the Purchaser may find to provide that the Purchaser or the Company, as applicable, shall, to the extent permitted by applicable lawreasonably practicable and legally feasible, receive all benefits and be responsible for all liabilities under each such contract, or, in respect of Shared Contracts, the Company or any Shared Contract Business Portion, until the first to occur of the Subsidiaries(a) necessary or required in order to obtain and maintain in effect for a reasonable period of time following the Effective Time all Liquor Licenses and other permits necessary to maintain continuity of service of alcoholic beverages at each Company Restaurant (in each case, on terms no less favorable than the terms in effect on the date of this Agreementexpiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), (b) the termination by the relevant third party of the relevant contract, subject to the performance by the Purchaser or the Company of the applicable obligations thereunder and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; and(c) the date which is six (6) months after the Closing Date. (iii) other than with respect to (x) the Required Consents The Sellers shall keep Purchaser reasonably and (y) the Liquor Licenses, any and timely informed of all authorizations, approvals or consents of other third parties (other than with respect to real estate leases or subleases identified on Section 3.9(c) of the Company Disclosure Letter) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, the failure of which to obtain or file would result in or would reasonably be likely to result in, individually or in the aggregate, a Company Material Adverse Effect; and such authorizations, approvals and consents (subject to such exception) shall have become effective and binding measures taken in accordance with their terms and shall not have expired or been withdrawnthis Section 6.9(b).